VERO BEACH, Fla., Jan. 23, 2020 (GLOBE NEWSWIRE) -- ARMOUR Residential REIT, Inc. (NYSE: ARR and ARR‑PB) (“ARMOUR” or the “Company”) today announced the pricing of its underwritten registered public offering of 3 million shares of its new 7.00% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) at a public offering price of $25.00 per share, raising gross proceeds of $75 million before deducting underwriting discounts and other estimated offering expenses. In connection with the offering, the Company has granted the underwriters a 30-day option to purchase up to an additional 450,000 shares on the same terms and conditions solely to cover overallotments, if any. The offering is expected to close on or about January 28, 2020, subject to customary closing conditions. The shares of Series C Preferred Stock are expected to begin trading on the New York Stock Exchange under the symbol “ARR PC” within 30 days of the closing date of this offering, if approved.
The Company plans to use the net proceeds of this offering as a portion of the funds used to redeem 100% of the shares of its outstanding 7.875% Series B Cumulative Redeemable Preferred Stock (NYSE: ARR-PB, CUSIP 042315408), which is an increase from the previously announced partial redemption.
B. Riley FBR, Janney Montgomery Scott, Ladenburg Thalmann and William Blair & Company, LLC are acting as joint book-running managers for this offering. Incapital, Boenning & Scattergood, National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation (NasdaqCM: NHLD), Wedbush Securities and BUCKLER Securities LLC, a member of FINRA that is controlled by ARMOUR Capital Management LP, the Company’s external manager, and the executive officers of ARMOUR, are acting as co-managers.
The shares are being offered under the Company’s shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (“SEC”). The offering of these shares is being made only by means of a prospectus supplement and accompanying base prospectus, which has been filed with the SEC. Before investing in the offering, prospective investors should read the prospectus supplement and the accompanying base prospectus and other documents ARMOUR has filed with the SEC for more complete information about the Company and the offering.
Copies of the prospectus supplement and the accompanying base prospectus may be obtained on the SEC’s website at www.sec.gov, or from the offices of B. Riley FBR at 1300 North 17th Street, Suite 1400, Arlington, VA 22209 or by calling (703) 312-9580 or by emailing firstname.lastname@example.org.
Full Redemption of 7.875% Series B Preferred Stock
The Company also announced today that it intends to redeem 100%, or all 8,383,344 shares of its outstanding Series B Preferred Stock at a price of $25.00 per share, on February 27, 2020, which is an increase from the intended partial redemption of 30% or 2,514,900 shares announced earlier today. Pursuant to the terms of the Series B Preferred Stock, Series B Preferred Stock holders of record on February 15, 2020 will be entitled to receive the full monthly dividend for February, which will be the final dividend and will be paid in the regular course of business on February 27, 2020. Written notice of the full redemption will be mailed on or about January 24, 2020, to holders of record as of January 13, 2020. The notice of full redemption will also be filed with the SEC and be available for free by visiting EDGAR on the SEC website, www.sec.gov, or by visiting the Company’s website, www.armourreit.com. The office of the registrar, transfer agent, redemption agent and disbursing agent for the Series B Preferred Stock is as follows: Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, NY 10004, Attn: Reorg. Department. For questions regarding the redemption notice, please contact Continental Stock Transfer & Trust Company by telephone at 800-509-5586.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Company’s shares, nor shall there be any sale of the Company’s shares in any jurisdiction in which such offer, solicitation or sale would not be permitted.
Certain Tax Matters
ARMOUR has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. In order to maintain this tax status, ARMOUR is required to timely distribute substantially all of its ordinary REIT taxable income.
About ARMOUR Residential REIT, Inc.
ARMOUR invests primarily in fixed rate residential, adjustable rate and hybrid adjustable rate residential mortgage-backed securities issued or guaranteed by U.S. Government-sponsored enterprises (“GSEs”), or guaranteed by the Government National Mortgage Association. In addition, ARMOUR invests in other securities backed by residential mortgages for which the payment of principal and interest is not guaranteed by a GSE or government agency. ARMOUR is externally managed and advised by ARMOUR Capital Management LP, an investment advisor registered with the SEC.
Statements made in this press release that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to: statements about the Company’s future expectations, plans and prospects, including statements regarding the Company’s offering of shares of the 7.00% Series C Preferred Stock, the ability to complete such offering and the expected use of proceeds of such offering, the redemption of the 7.875% Series B Preferred Stock and the ability to complete such redemption, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” “potential,” “opportunities” and similar expressions. ARMOUR’s actual results, performance or achievements or industry results may differ materially from those expressed or implied in these forward-looking statements. These statements involve numerous risks and uncertainties, including but not limited to, those risk factors set forth in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2018, filed with the SEC on February 14, 2019, the Company’s subsequent Quarterly Reports on Form 10-Q, filed with the SEC, as required under the Securities Exchange Act of 1934, as amended, and other filings that ARMOUR makes with the SEC from time to time. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. ARMOUR is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
James R. Mountain
Chief Financial Officer
ARMOUR Residential REIT, Inc.