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
On January 14, 2019, ARMOUR Residential REIT, Inc. (the “Company”) entered into an underwriting agreement with the Company’s external manager, ARMOUR Capital Management LP, a Delaware limited partnership (the “Manager”), and Morgan Stanley & Co. LLC, as the representative of the several underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), to which the Company agreed to issue and sell to the Underwriters 6,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Firm Shares”) with an offering price to the public of $20.41 per share. The Underwriting Agreement also granted the Underwriters an option (the “Option”) to purchase up to an additional 900,000 shares (the “Option Shares,” and together with the Firm Shares, the “Shares”) during the 30-day period following the execution of the Underwriting Agreement with the same offering price per share to the public. On January 15, 2019, the Underwriters exercised the Option to purchase all of the Option Shares.
The Shares were offered (the “Common Stock Offering”) under a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission (the “Commission”), to the Company’s shelf registration statement on Form S-3ASR (File No. 333-224469) (the “Registration Statement”), which was automatically declared effective on April 26, 2018. The material terms of the Common Stock Offering are described in the Company’s prospectus supplement, dated January 14, 2019 and filed with the Commission on January 16, 2019, to Rule 424(b)(5) of the Securities Act, which supplements the Company’s prospectus contained in the Registration Statement.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
On January 17, 2019, the Company completed the sale of the Shares for total gross proceeds of approximately $140,829,000 before deduction of underwriting discounts and commissions and offering expenses payable by the Company. The Company intends to use the net proceeds of the offering to acquire additional target assets as market conditions warrant and for general corporate purposes.
Item 9.01.Financial Statements and Exhibits.
The following exhibits are filed with this Current Report to Item 601 of the Commission’s Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Current Report is incorporated by reference into the Registration Statement, and, as such, the Company is incorporating by reference the exhibits to this Current Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Current Report and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represent, individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.
Armour Residential REIT, Inc. Exhibit
EX-1.1 2 janpublicofferingexhibit11.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.