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Section 1: 8-K (8-K)

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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) April 6, 2020 (April 3, 2020)

ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
001-34766
26-1908763
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
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:
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 April 3, 2020, ARMOUR Residential REIT, Inc. (“ARMOUR” or the “Company”) entered into Amendment No. 1 (the “Sales Agreement Amendment”), pursuant to which ARMOUR added B. Riley, FBR, Inc. (“B. Riley”), to the Equity Sales Agreement, dated February 15, 2019 (the “Sales Agreement” and, as 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 Financial Industry Regulatory Authority, JMP Securities LLC and Ladenburg Thalmann & Co. Inc. (together with BUCKLER Securities LLC, JMP Securities LLC and B. Riley, the “Agents”), as sales agents. The purpose of the Sales Agreement Amendment was to, among other things, add B. Riley as a party to 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 7,000,000 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 pursuant to a prospectus supplement (the “ATM Prospectus Supplement”) filed with the Securities and Exchange Commission on April 3, 2020, in connection with the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-224469). ARMOUR originally established the equity sales program on February 15, 2019 when it entered into the Sales Agreement, and filed a related prospectus supplement. The ATM Prospectus Supplement amends and restates in its entirety such related prospectus supplement and the common stock to which the ATM Prospectus Supplement relates is offered pursuant 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.

Item 9.01.      Financial Statements and Exhibits.  
 
(d) Exhibits
 
Exhibit No.
Description
1.1
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: April 6, 2020

 
ARMOUR RESIDENTIAL REIT, INC.
 
 
 
  
 
 
By:
/s/ James R. Mountain
 
 
Name:
James R. Mountain
 
 
Title:
Chief Financial Officer
 



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Section 2: EX-1.1 (EXHIBIT 1.1)

Exhibit



Exhibit 1.1


AMENDMENT NO. 1 TO EQUITY SALES AGREEMENT

April 3, 2020

BUCKLER Securities LLC
5 Greenwich Office Park, Suite 450
Greenwich, CT 06831

JMP Securities LLC
600 Montgomery Street, Suite 1100
San Francisco, California 94111

Ladenburg Thalmman & Co. Inc.
277 Park Avenue, 26th Floor
New York, NY 10172

B. Riley FBR, Inc.
299 Park Avenue, 21st Floor
New York, NY 10171

Ladies and Gentlemen:

ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), together with ARMOUR Capital Management LP, a Delaware limited partnership (the “Manager”) and BUCKLER Securities LLC, JMP Securities LLC, and Ladenburg Thalmann & Co. Inc. (each an “Agent,” and collectively, the “Agents”), are parties to that certain Equity Sales Agreement dated February 15, 2019 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The Company, Manager and Agents desire to amend the Original Agreement as set forth in this Amendment No. 1 thereto (this “Amendment”) as follows:
1.The definitions of “Agent” and “Agents” in the first paragraph of the Original Agreement are hereby amended to include B. Riley FBR, Inc.

2.Section 10 of the Original Agreement is deleted in its entirety and replaced with the following:

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Agents shall be directed to BUCKLER Securities LLC, 5 Greenwich Office Park, Suite 450, Greenwich, CT 06831, Attention: Robert Moran; JMP Securities LLC, 600 Montgomery, Suite 1100 San Francisco, CA 94111, Attn.: Trading (Aidan Whitehead ([email protected]); Lee Weiner ([email protected])); Compliance (Adrienne Tam, [email protected]); Legal (Walter Conroy ([email protected])); Banking (Tosh Chandra ([email protected])); Ladenburg Thalmann & Co. Inc., 277 Park Avenue, 26th Floor, New York, NY 10172, Attn: Peter Blum, Steve Kaplan; B. Riley FBR, Inc., 277 Park Avenue, 21st Floor, New York, NY 10171, Attn: Legal Department, with a copy to Duane Morris LLP, 1540 Broadway, New York, NY 10036, Attn: Dean M. Colucci, and notices to the Company and the Manager shall be directed to each at 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963, Attention: Chief Financial Officer, with a copy to Holland & Knight LLP, 701 Brickell Avenue, Suite 3300, Miami, FL 33131, Attention: Bradley D. Houser.”

3.Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

4.From and after the date hereof, B. Riley FBR, Inc. shall be considered to be an Agent under the Original Agreement, as amended hereby, and agrees to be bound by the terms of the Original Agreement, as amended hereby.

1



5.This Amendment together with the Original Agreement (including all exhibits attached hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Amendment nor any term hereof may be amended except pursuant to a written instrument executed by the Company, Manager and the Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Amendment. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment; provided, however, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement.

6.EACH OF THE COMPANY (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS AND AFFILIATES), THE MANAGER AND THE AGENTS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

8.Each of the Company, the Manager and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Amendment or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court, as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to a party’s address set forth in Section 10 of the Original Agreement, as amended by this Amendment, shall be effective service of process upon such party for any suit, action or proceeding brought in any Specified Court. Each of the Company, the Manager and the Agents irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

9.This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission or electronic transmission (e.g., PDF).


[Remainder of Page Intentionally Blank]



    






If the foregoing correctly sets forth the understanding between the Company, the Manager and the Agents, please so indicate in the space provided below for that purpose, whereupon this Amendment shall constitute a binding amendment to the Original Agreement between the Company, the Manager and the Agents.
Very truly yours,


BUCKLER SECURITIES LLC


By: /s/ Robert Moran
Name: Robert Moran
Title: Chief Executive Officer


JMP SECURITIES LLC


By: /s/ Tosh Chandra
Name: Tosh Chandra
Title: Managing Director


LADENBURG THALMANN & CO. INC.


By: /s/ Steve Kaplan
Name: Steve Kaplan
Title: Head of Capital Markets


B. RILEY FBR, INC.


By: /s/ Patrice McNicoll
Name: Patrice McNicoll    
Title: Co-Head of Investment Banking




[Signature Page to Amendment No. 1 to Equity Sales Agreement]




ACCEPTED as of the date
first-above written:

ARMOUR RESIDENTIAL REIT, INC.


By: /s/ Scott J. Ulm
Name: Scott J. Ulm
Title: Co-Chief Executive Officer


ARMOUR CAPITAL MANAGEMENT, LP

By: Stacumny LLC, its general partner


By: /s/ Scott J. Ulm
Name: Scott J. Ulm
Title: Member















[Signature Page to Amendment No. 1 to Equity Sales Agreement]


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