ARMOUR Residential REIT, Inc. (NYSE:ARR) Files An 8-K Entry into a Material Definitive Agreement

ARMOUR Residential REIT, Inc. (NYSE:ARR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement

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On October2, 2017, ARMOUR Residential REIT, Inc. (“ARMOUR” or the “Company”) entered into Amendment No. 1 (the “Sales Agreement Amendment”) to the ATM Equity OfferingSM Sales Agreement, dated May 26, 2017 (the “Sales Agreement” and, as amended by the Sales Agreement Amendment, the “Amended Sales Agreement”), by and among the Company, the Company’s external manger, ARMOUR Capital Management LP, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agent (“Merrill”). The purpose of the Sales Agreement Amendment was to, among other things, (i) add Ladenburg Thalmann & Co. Inc. (“Ladenburg”) as a party to the Sales Agreement, (ii) modify the term “Agent” as defined in the Sales Agreement to include Ladenburg, in addition to Merrill, and (iii) provide the Company with the ability to, from time to time, propose to a Designated Agent (as defined below), by means of a telephone call or other method mutually agreed to in writing by the parties, to issue and sell shares of the Company’s common stock through such Designated Agent acting as sales agent or directly to the Designated Agent acting as principal from time to time. As used in the Sales Agreement Amendment, “Designated Agent” shall mean, with respect to any issuance or sale, the Agent selected by the Company to act as sales agent in accordance with Section 2 of the Amended Sales Agreement, provided that such Agent selected by the Company has agreed to act as sales agent. In accordance with the terms of the Amended Sales Agreement, the Company may, from time to time, propose to Merrill or Ladenburg, as the Company’s Designated Agent or Agents, as applicable, to issue and sell up to 5,000,000 shares of the Company’s common stock through or to such Designated Agents.

The Amended Sales Agreement relates to an “at-the-market” offering program (the “Offering”), and the common shares to be sold in the Offering will be issued to a prospectus dated May 1, 2015, and a prospectus supplement (the “ATM Prospectus Supplement”) filed with the Securities and Exchange Commission on October 2, 2017, in connection with the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-203813). ARMOUR originally established the equity sales program on May 26, 2017 when it entered into the Sales Agreement with Merrill, as sales agent, and filed a related prospectus supplement. The ATM Prospectus Supplement updates and restates in its entirety such related prospectus supplement and the common stock to which the ATM Prospectus Supplement relates is offered to the terms of the Amended Sales Agreement. As of the date hereof, the Company has not sold any shares under the Sales Agreement.

The Sales Agreement Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Sales Agreement Amendment and the transactions contemplated thereby is qualified in its entirety by reference to Exhibit 1.1.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

OnOctober2, 2017, ARMOUR confirmedthat a cash dividend rate of $0.19 per sharewill be payable to holders of ARMOUR common stock for the month of October 2017,as set forth below:

Holder of Record Date

Payment Date

October 16, 2017

October27, 2017

Additionally, ARMOUR confirmed on October2, 2017that monthly cash dividend rates of $0.171875 and $0.1640625 per sharewill be payable to holders of ARMOUR Series A Preferred Stock and Series B Preferred Stock, respectively, for each of the three months in thefourth quarter of 2017 as set forth below:

Holder of Record Date

Payment Date

October 15, 2017

October 27, 2017

November 15, 2017

November 27, 2017

December 15, 2017

December27, 2017

A copy of ARMOUR's press release confirming thecommon stock and preferred stock dividends is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

1.1

Amendment No. 1 to the ATM Equity OfferingSMSales Agreement, dated October 2, 2017, by and among ARMOUR Residential REIT, Inc., ARMOUR Capital Management LP, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Ladenburg Thalmann & Co. Inc.

99.1

Press Release confirming the October 2017 common stock dividend, Series A Preferred Stock dividends and Series B Preferred Stock dividends, dated October 2, 2017


Armour Residential REIT, Inc. Exhibit
EX-1.1 2 exhibit11arr8-katmamendment.htm EXHIBIT 1.1 Exhibit Exhibit 1.1ARMOUR Residential REIT,…
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About ARMOUR Residential REIT, Inc. (NYSE:ARR)

ARMOUR Residential REIT, Inc. (ARMOUR) is an externally managed real estate investment trust (REIT). The Company invests in residential mortgage backed securities issued or guaranteed by the United States Government-sponsored entity (GSE), such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) or guaranteed by the Government National Mortgage Administration (Ginnie Mae) (collectively, Agency Securities). It also may invest in other securities backed by residential mortgages for which the payment of principal and interest is not guaranteed by a GSE or government agency (collectively, Non-Agency Securities). The Company’s securities portfolio consists primarily of Agency Securities backed by fixed rate home loans. The Company is externally managed by ARMOUR Capital Management LP.

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