UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 8-K
______________
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 5, 2020 (May 4, 2020)
ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland | 001-34766 | 26-1908763 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| | | |
| 3001 Ocean Drive, Suite 201 | | |
| Vero Beach, | Florida | | 32963 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(772) 617-4340
(Registrant’s Telephone Number, Including Area Code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: |
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| Title of Each Class | | Trading symbols | | Name of Exchange on which registered |
| Preferred Stock, 7.00% Series C Cumulative Redeemable | | ARR-PRC | | New York Stock Exchange |
| Common Stock, $0.001 par value | | ARR | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 1.01. Entry into a Material Definitive Agreement.
On May 4, 2020, ARMOUR Residential REIT, Inc. (“ARMOUR” or the “Company”) entered into Amendment No. 2 (the “Sales Agreement Amendment”) to the Equity Sales Agreement, dated February 15, 2019 (the “Original Sales Agreement”) and, as amended by Amendment No. 1, dated April 3, 2020, the “Sales Agreement” and, as further amended by the Sales Agreement Amendment, the “Amended Sales Agreement”), by and among the Company and the Company’s external manager, ARMOUR Capital Management LP, and BUCKLER Securities LLC, an affiliate of the Company and member of the Financial Industry Regulatory Authority, JMP Securities LLC, Ladenburg Thalmann & Co. Inc. and B. Riley FBR, Inc. (together with BUCKLER Securities LLC, JMP Securities LLC and Ladenburg Thalmann & Co. Inc., the “Agents”), as sales agents. The purpose of the Sales Agreement Amendment was to, among other things, increase the number of shares available for sale pursuant to the terms of the Sales Agreement. In accordance with the terms of the Amended Sales Agreement, the Company may, from time to time, propose to the Agents to the Amended Sales Agreement, to issue and sell up to 17,000,000 shares (“Shares”) of the Company’s common stock through or to such designated Agents.
The Amended Sales Agreement relates to an “at the market offering” of shares of the Company’s common stock (the “Offering”). The Shares are being offered pursuant to a prospectus supplement (the “ATM Prospectus Supplement”) filed with the Securities and Exchange Commission on May 5, 2020, in connection with the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-224469). ARMOUR originally established the Offering on February 15, 2019 when it entered into the Original Sales Agreement and filed a related prospectus supplement relating to an offering of up to 7,000,000 shares of common stock. ARMOUR subsequently amended the Original Sales Agreement when it entered into Amendment No. 1 on April 3, 2020 to add an additional sales agent as a party, and filed a related prospectus supplement. The ATM Prospectus Supplement amends and restates in its entirety such related prospectus supplement. The Shares to which the ATM Prospectus Supplement relates are being offered pursuant to the terms of the Amended Sales Agreement. As of the date hereof, the Company has sold 5,704,331 shares of common stock 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.
The Company is also filing this Current Report on Form 8-K to provide legal opinions regarding the validity of the Shares to be issued and sold in the Offering and regarding certain tax matters with respect to the Company and the Shares to be issued in the Offering, which opinions are attached hereto as Exhibits 5.1 and 8.1, respectively, and are incorporated herein by reference.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
| 1.1 | Amendment No. 2 to the Equity Sales Agreement, dated May 4, 2020, by and among ARMOUR Residential REIT, Inc. and ARMOUR Capital Management LP, and BUCKLER Securities LLC, JMP Securities LLC, Ladenburg Thalmann & Co. Inc., and B. Riley FBR, Inc., as sales agents. |
| 5.1 | |
| 8.1 | |
| 23.1 | |
| 23.2 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 5, 2020
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| | ARMOUR RESIDENTIAL REIT, INC. | |
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| | By: | /s/ James R. Mountain | |
| | Name: | James R. Mountain | |
| | Title: | Chief Financial Officer | |
