ARMOUR Residential REIT, Inc. (NYSE:ARR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement.
On November 20, 2017, ARMOUR Residential REIT, Inc. (“ARMOUR”) and ARMOUR Capital Management LP, the external manager of ARMOUR (the “Manager”), further amended and restated the management agreement between ARMOUR and the Manager (as further amended and restated, the “Sixth Amended and Restated Management Agreement”). Such Sixth Amended and Restated Management Agreement replaces the existing Fifth Amended and Restated Management Agreement, dated February 14, 2017 and effective December 29, 2016.
The Sixth Amended and Restated Management Agreement primarily:
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Extends the base term of the management agreement by two (2) additional years from June 18, 2022, the expiration date of the current term of the management agreement, to June 18, 2024. The termination and extension procedures in the management agreement remain unchanged; and |
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Redefines the “Termination Fee” to be “an amount equal to four (4) times the Base Management Fee paid to the Manager in the preceding full twelve (12) months, calculated as of the effective date of the termination of this Agreement.” Previously, the Termination Fee was equal to the greater of (a) the Base Management Fee for the remaining term of the management agreement and (b) three (3) times the Base Management Fee paid to the Manager in the preceding full twelve (12) months. |
A copy of the Sixth Amended and Restated Management Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of the Sixth Amended and Restated Management Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to such exhibit. Capitalized terms used in this Current Report on Form 8-K that are not otherwise defined or referenced herein, shall have the meanings set forth in the Sixth Amended and Restated Management Agreement.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Armour Residential REIT, Inc. ExhibitEX-10.1 2 armour-sixtharmanagementag.htm EXHIBIT 10.1 Exhibit EXECUTION COPYSIXTH AMENDED AND RESTATED MANAGEMENT AGREEMENTThis SIXTH AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is entered into and effective as of November 20,…To view the full exhibit click here
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.
