Arlington Asset Investment Corp. (Form: 8-K, Received: 08/10/2018 17:28:49)

ARLINGTON ASSET INVESTMENT CORP.

Date: August 10, 2018

/s/ Richard E. Konzmann

Richard E. Konzmann

Executive Vice President, Chief Financial Officer and Treasurer

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): August 10, 2018

ARLINGTON ASSET INVESTMENT CORP.

(Exact name of Registrant as specified in its charter)

Virginia

54-1873198

001-34374

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer Identification No.)

(Commission File Number)

1001 Nineteenth Street North

Arlington, VA 22209

(Address of principal executive offices) (Zip code)

(703) 373-0200

(Registrant’s telephone number including area code)

N/A

(Former name or former address, if changed from 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:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by 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 August 10, 2018, Arlington Asset Investment Corp. (the “Company”) entered into separate amendments (the “Amendments”) to the equity distribution agreements dated February 22, 2017 (collectively, the “Original Equity Distribution Agreements” and, as amended by the Amendments, the “Equity Distribution Agreements”) with each of JMP Securities LLC, B. Riley FBR, Inc. (formerly, FBR Capital Markets & Co.), JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. (collectively, the “Sales Agents”), under which the Company may offer and sell, from time to time, shares of its Class A common stock, par value $0.01 per share (“Common Stock”), through the Sales Agents. Pursuant to the Equity Distribution Agreements, the Company may offer and sell up to 12,597,423 shares of its Common Stock (the “Shares”). Prior to the date of this Current Report on Form 8-K, the Company sold 5,402,577 shares of its Common Stock pursuant to the Original Equity Distribution Agreements and the prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2017.

The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-215384) (the “Registration Statement”). The Company has filed a prospectus supplement, dated August 10, 2018, to the prospectus, dated February 17, 2017, with the SEC in connection with the offer and sale of the Shares from time to time in the future.

The Sales Agents and their respective affiliates have provided, and may in the future provide, investment banking, brokerage and other services to the Company in the ordinary course of business, and the Company paid, and expects to pay, customary fees and commission for their services, respectively.

The foregoing description of the Equity Distribution Agreements is not complete and is qualified in its entirety by reference to the full text thereof, filed as Exhibits 1.1 through 1.8 hereof and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits . The following exhibits are being filed herewith:


Exhibit No.		Description

1.1		Equity Distribution Agreement, dated February 22, 2017, by and between the Company and JMP Securities LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2017).

1.2		Equity Distribution Agreement, dated February 22, 2017, by and between the Company and B. Riley FBR, Inc. (formerly, FBR Capital Markets & Co.) (incorporated by reference to Exhibit 1.2 to the Registrant’s Current Report on Form 8-K filed on February 22, 2017).

1.3		Equity Distribution Agreement, dated February 22, 2017, by and between the Company and JonesTrading Institutional Services LLC (incorporated by reference to Exhibit 1.3 to the Registrant’s Current Report on Form 8-K filed on February 22, 2017).

1.4		Equity Distribution Agreement, dated February 22, 2017, by and between the Company and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 1.4 to the Registrant’s Current Report on Form 8-K filed on February 22, 2017).

1.5		Amendment No. 1 to the Equity Distribution Agreement, dated August 10, 2018, by and between the Company and JMP Securities LLC.

1.6		Amendment No. 1 to the Equity Distribution Agreement, dated August 10, 2018, by and between the Company and B. Riley FBR, Inc.

1.7		Amendment No. 1 to the Equity Distribution Agreement, dated August 10, 2018, by and between the Company and JonesTrading Institutional Services LLC.

1.8		Amendment No. 1 to the Equity Distribution Agreement, dated August 10, 2018, by and between the Company and Ladenburg Thalmann & Co. Inc.

5.1		Opinion of Hunton Andrews Kurth LLP regarding the legality of the Shares.

23.1		Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1).

SIGNATURE

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.

Exhibit 1.5

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

August 10, 2018

JMP Securities LLC

600 Montgomery Street, Suite 1100

San Francisco, California 94111

Ladies and Gentlemen:

Arlington Asset Investment Corp., a Virginia corporation (the “ Company ”), and JMP Securities LLC (the “ Placement Agent ”) are parties to that certain Equity Distribution Agreement dated as of February 22, 2017 (the “ Original Agreement ”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendments to the Original Agreement . The Original Agreement is amended as follows:

A. The first sentence of the first paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

“The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agent, acting as agent and/or principal, up to 12,597,423 shares (the “Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), which Shares exclude, for the avoidance of doubt, the 5,402,577 shares of Common Stock sold by the Company prior to August 10, 2018 pursuant to the prospectus supplement filed by the Company with the Commission (as defined below) on February 22, 2017.”

B. The second paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

“The Company has also entered into a separate equity distribution agreement with respect to the Shares, each dated as of February 22, 2017, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of August 10, 2018 (each, an “Alternative Equity Distribution Agreement” and, together with any other equity distribution agreement with respect to the Shares into which the Company may enter, the “Alternative Equity Distribution Agreements”), with each of JonesTrading Institutional Services LLC, B. Riley FBR, Inc. (formerly, FBR Capital Markets & Co.) and Ladenburg Thalmann & Co. Inc. (each an “Alternative Agent” and, together with any other agent with which the Company enters into an Alternative Equity Distribution Agreement, the “Alternative Agents”).”

C. The first sentence of Section 6(b) of the Original Agreement is hereby deleted and replaced in its entirety with the following:

“Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Securities will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”).”

D. Section 12(d) of the Original Agreement is hereby deleted and replaced in its entirety with the following:

“(d) Automatic Termination . Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Shares through the Placement Agent or the Alternative Placement Agents on the terms and subject to the conditions set forth herein.”

E. All references in the Original Agreement to “Hunton & Williams LLP” shall be replaced with “Hunton Andrews Kurth LLP.”

F. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement, as amended by this Amendment No. 1 to the Original Agreement; 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, and the reference to “time of execution of this Agreement” set forth in Section 12(a) of the Original Agreement shall continue to refer to the time of execution of the Original Agreement.

G. The first sentence of the Form of Placement Notice attached as Exhibit A to the Original Agreement shall be replaced with:

“Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Arlington Asset Investment Corp. (the “Company”) and JMP Securities LLC (the “Placement Agent”) dated February 22, 2017, as amended on August 10, 2018 (the “Agreement”), I hereby request on behalf of the Company that the Placement Agent sell up to [●] shares of the Company’s Class A common stock, par value $0.01 per share, at a minimum market price of $[ ] per share.”

H. Exhibit B to the Original Agreement is hereby deleted and replaced in its entirety with the exhibit set forth as Exhibit A hereto.

I. The first paragraph of the Form of Officers’ Certificate attached as Exhibit E to the Original Agreement is hereby deleted and replaced with the following:

“The undersigned, J. Rock Tonkel, Jr. and Richard E. Konzmann, are the President and Chief Executive Officer and the Executive Vice President, Chief Financial Officer and Treasurer, respectively, of Arlington Asset Investment Corp., a Virginia corporation (the “Company”). The undersigned hereby execute this Certificate pursuant to the terms of separate equity distribution agreements, each dated as of February 22, 2017, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of August 10, 2018 (each, as amended, an “Equity Distribution Agreement” and collectively, the “Equity Distribution Agreements”), between the Company and each of JMP Securities LLC, JonesTrading Institutional Services LLC, Ladenburg Thalmann & Co. Inc. and B. Riley FBR, Inc. (formerly, FBR Capital Markets & Co). Capitalized terms used herein without definition shall have the meanings given to such terms in the Equity Distribution Agreements.”

2. No Other Amendments . Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

3. Entire Agreement; Amendment; Severability . This Amendment No. 1 to the Original Agreement together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, between the parties hereto with regard to the subject matter hereof.

4. Prospectus Supplement . The Company agrees to file with the Commission pursuant to Rule 424(b) under the Securities Act a Prospectus Supplement reflecting this Amendment No. 1 to the Original Agreement within two Business Days of the date hereof.

5. Counterparts . This Amendment No. 1 to the Original Agreement 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.

[ Signature Page Follows ]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement by and between the Placement Agent and the Company in accordance with its terms.


Very truly yours,

ARLINGTON ASSET INVESTMENT CORP.

By:		/s/ Richard E. Konzmann
		Name: Richard E. Konzmann
		Title: Executive Vice President, Chief Financial Officer and Treasurer

CONFIRMED AND ACCEPTED, as of the date first above written:


JMP SECURITIES LLC

By		/s/ Tosh Chandra
		Authorized Signatory

Signature Page to Amendment No. 1 to Equity Distribution Agreement

EXHIBIT A

AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES

JMP Securities LLC


Name		Email
Tosh Chandra, Managing Director, Corporate Finance		tchandra@jmpsecurities.com
Walter Conroy, Chief Legal Officer		wconroy@jmpsecurities.com
Gil Mogavero, Chief Compliance Officer		gmogavero@jmpsecurities.com
Aidan Whitehead, Managing Director, Trading		awhitehead@jmpsecurities.com
Lee Weiner, Director, Trading		lweinder@jmpsecurities.com

Arlington Asset Investment Corp.


Name		Email
J. Rock Tonkel, Jr.		RTonkel@arlingtonasset.com
Richard E. Konzmann		RKonzmann@arlingtonasset.com
Brian J. Bowers		BBowers@arlingtonasset.com
D. Scott Parish		Sparish@arlingtonasset.com

Exhibit 1.6

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

August 10, 2018

B. Riley FBR, Inc.

229 Park Avenue

New York, NY 10171

Ladies and Gentlemen:

Arlington Asset Investment Corp., a Virginia corporation (the “ Company ”), and B. Riley FBR, Inc. (formerly, FBR Capital Markets & Co.) (the “ Placement Agent ”) are parties to that certain Equity Distribution Agreement dated as of February 22, 2017 (the “ Original Agreement ”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendments to the Original Agreement . The Original Agreement is amended as follows:

A. The first sentence of the first paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

B. The second paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

“The Company has also entered into a separate equity distribution agreement with respect to the Shares, each dated as of February 22, 2017, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of August 10, 2018 (each, an “Alternative Equity Distribution Agreement” and, together with any other equity distribution agreement with respect to the Shares into which the Company may enter, the “Alternative Equity Distribution Agreements”), with each of JMP Securities LLC, JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. (each an “Alternative Agent” and, together with any other agent with which the Company enters into an Alternative Equity Distribution Agreement, the “Alternative Agents”).”

C. The first sentence of Section 6(b) of the Original Agreement is hereby deleted and replaced in its entirety with the following:

D. Section 12(d) of the Original Agreement is hereby deleted and replaced in its entirety with the following:

E. The second sentence of Section 13 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

“Notices to the Placement Agent shall be directed to the Placement Agent at B. Riley FBR, Inc., 299 Park Avenue, 7th Floor, New York, NY 10171, Attention: Legal Department; with a copy (which shall not constitute notice) to Vinson & Elkins L.L.P., 2200 Pennsylvania Avenue NW, Washington DC 20037, Attention: S. Gregory Cope, Esq., Facsimile: (202) 879-8916; and notices to the Company shall be directed to it at the offices of the Company at 1001 Nineteenth Street North, Suite 1900, Arlington, VA 22209, Attention: Richard E. Konzmann, Facsimile: (703) 373-0680; with a copy (which shall not constitute notice) to Hunton Andrews Kurth LLP, 2200 Pennsylvania Ave NW, Washington, DC 20037, Attention: Robert K. Smith, Esq., Facsimile: (202) 862-3614

F. All references in the Original Agreement to “FBR Capital Markets & Co.” shall be replaced with “B. Riley FBR, Inc.”

G. All references in the Original Agreement to “Hunton & Williams LLP” shall be replaced with “Hunton Andrews Kurth LLP.”

H. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement, as amended by this Amendment No. 1 to the Original Agreement; 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, and the reference to “time of execution of this Agreement” set forth in Section 12(a) of the Original Agreement shall continue to refer to the time of execution of the Original Agreement.

I. The first sentence of the Form of Placement Notice attached as Exhibit A to the Original Agreement shall be replaced with:

“Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Arlington Asset Investment Corp. (the “Company”) and B. Riley FBR, Inc. (the “Placement Agent”) dated February 22, 2017, as amended on August 10, 2018 (the “Agreement”), I hereby request on behalf of the Company that the Placement Agent sell up to [●] shares of the Company’s Class A common stock, par value $0.01 per share, at a minimum market price of $[ ] per share.”

J. Exhibit B to the Original Agreement is hereby deleted and replaced in its entirety with the exhibit set forth as Exhibit A hereto.

K. The first paragraph of the Form of Officers’ Certificate attached as Exhibit E to the Original Agreement is hereby deleted and replaced with the following:

2. No Other Amendments . Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

[ Signature Page Follows ]


Very truly yours,

ARLINGTON ASSET INVESTMENT CORP.

By:		/s/ Richard E. Konzmann
		Name: Richard E. Konzmann
		Title: Executive Vice President, Chief Financial Officer and Treasurer

CONFIRMED AND ACCEPTED, as of the date first above written:


B. RILEY FBR, INC.

By		/s/ Patrice McNicoll
		Authorized Signatory

Signature Page to Amendment No. 1 to Equity Distribution Agreement

EXHIBIT A

AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES

B. Riley FBR, Inc.


Name		Email
Patrice McNicoll, Senior Managing Director, Co-Head of Capital Markets		pmcnicoll@fbr.com
Scott Ammaturo, Senior Vice President, Head of Capital Markets Trading		sammaturo@fbr.com
Ryan Loforte, Senior Vice President, Capital Markets Trading		rloforte@fbr.com
Keith Pompliano, Senior Vice President, Capital Markets Trading		kpompliano@fbr.com

With copies to:		atmdesk@fbr.com and atmadmin@fbr.com

Arlington Asset Investment Corp.


Name		Email
J. Rock Tonkel, Jr.		RTonkel@arlingtonasset.com
Richard E. Konzmann		RKonzmann@arlingtonasset.com
Brian J. Bowers		BBowers@arlingtonasset.com
D. Scott Parish		Sparish@arlingtonasset.com

Exhibit 1.7

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

August 10, 2018

JonesTrading Institutional Services LLC

757 3rd Avenue

New York, New York 10017

Ladies and Gentlemen:

Arlington Asset Investment Corp., a Virginia corporation (the “ Company ”), and JonesTrading Institutional Services LLC (the “ Placement Agent ”) are parties to that certain Equity Distribution Agreement dated as of February 22, 2017 (the “ Original Agreement ”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendments to the Original Agreement . The Original Agreement is amended as follows:

A. The first sentence of the first paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

B. The second paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

“The Company has also entered into a separate equity distribution agreement with respect to the Shares, each dated as of February 22, 2017, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of August 10, 2018 (each, an “Alternative Equity Distribution Agreement” and, together with any other equity distribution agreement with respect to the Shares into which the Company may enter, the “Alternative Equity Distribution Agreements”), with each of JMP Securities LLC, B. Riley FBR, Inc. (formerly, FBR Capital Markets & Co.) and Ladenburg Thalmann & Co. Inc. (each an “Alternative Agent” and, together with any other agent with which the Company enters into an Alternative Equity Distribution Agreement, the “Alternative Agents”).”

C. The first sentence of Section 6(b) of the Original Agreement is hereby deleted and replaced in its entirety with the following:

D. Section 12(d) of the Original Agreement is hereby deleted and replaced in its entirety with the following:

E. All references in the Original Agreement to “Hunton & Williams LLP” shall be replaced with “Hunton Andrews Kurth LLP.”

G. The first sentence of the Form of Placement Notice attached as Exhibit A to the Original Agreement shall be replaced with:

“Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Arlington Asset Investment Corp. (the “Company”) and JonesTrading Institutional Services LLC (the “Placement Agent”) dated February 22, 2017, as amended on August 10, 2018 (the “Agreement”), I hereby request on behalf of the Company that the Placement Agent sell up to [●] shares of the Company’s Class A common stock, par value $0.01 per share, at a minimum market price of $[ ] per share.”

H. Exhibit B to the Original Agreement is hereby deleted and replaced in its entirety with the exhibit set forth as Exhibit A hereto.

I. The first paragraph of the Form of Officers’ Certificate attached as Exhibit E to the Original Agreement is hereby deleted and replaced with the following:

2. No Other Amendments . Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

[ Signature Page Follows ]


Very truly yours,

ARLINGTON ASSET INVESTMENT CORP.

By:		/s/ Richard E. Konzmann
		Name: Richard E. Konzmann
		Title: Executive Vice President, Chief Financial Officer and Treasurer

CONFIRMED AND ACCEPTED, as of the date first above written:


JONESTRADING INSTITUTIONAL SERVICES LLC

By		/s/ Trent McNair
		Authorized Signatory

Signature Page to Amendment No. 1 to Equity Distribution Agreement

EXHIBIT A

AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES

JonesTrading Institutional Services LLC


Name		Email
Brian Turley, Managing Director		bturley@jonestrading.com
Moe Cohen, Managing Director		moec@jonestrading.com
John D’Agostini, Vice President		johnd@jonestrading.com
Ryan Gerety, ECM/Syndicate		ryang@jonestrading.com
Jason Lavender, General Counsel		jlavender@jonestrading.com

Arlington Asset Investment Corp.


Name		Email
J. Rock Tonkel, Jr.		RTonkel@arlingtonasset.com
Richard E. Konzmann		RKonzmann@arlingtonasset.com
Brian J. Bowers		BBowers@arlingtonasset.com
D. Scott Parish		Sparish@arlingtonasset.com

Exhibit 1.8

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

August 10, 2018

Ladenburg Thalmann & Co. Inc.

570 Lexington Avenue, 11 ^th Floor

New York, New York 10022

Ladies and Gentlemen:

Arlington Asset Investment Corp., a Virginia corporation (the “ Company ”), and Ladenburg Thalmann & Co. Inc. (the “ Placement Agent ”) are parties to that certain Equity Distribution Agreement dated as of February 22, 2017 (the “ Original Agreement ”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendments to the Original Agreement . The Original Agreement is amended as follows:

A. The first sentence of the first paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

B. The second paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

“The Company has also entered into a separate equity distribution agreement with respect to the Shares, each dated as of February 22, 2017, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of August 10, 2018 (each, an “Alternative Equity Distribution Agreement” and, together with any other equity distribution agreement with respect to the Shares into which the Company may enter, the “Alternative Equity Distribution Agreements”), with each of JonesTrading Institutional Services LLC, B. Riley FBR, Inc. (formerly, FBR Capital Markets & Co.) and JMP Securities LLC (each an “Alternative Agent” and, together with any other agent with which the Company enters into an Alternative Equity Distribution Agreement, the “Alternative Agents”).”

C. The first sentence of Section 6(b) of the Original Agreement is hereby deleted and replaced in its entirety with the following:

D. Section 12(d) of the Original Agreement is hereby deleted and replaced in its entirety with the following:

E. All references in the Original Agreement to “Hunton & Williams LLP” shall be replaced with “Hunton Andrews Kurth LLP.”

G. The first sentence of the Form of Placement Notice attached as Exhibit A to the Original Agreement shall be replaced with:

“Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Arlington Asset Investment Corp. (the “Company”) and Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) dated February 22, 2017, as amended on August 10, 2018 (the “Agreement”), I hereby request on behalf of the Company that the Placement Agent sell up to [●] shares of the Company’s Class A common stock, par value $0.01 per share, at a minimum market price of $[ ] per share.”

H. The first paragraph of the Form of Officers’ Certificate attached as Exhibit E to the Original Agreement is hereby deleted and replaced with the following:

2. No Other Amendments . Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, between the parties hereto with regard to the subject matter hereof.

[ Signature Page Follows ]


Very truly yours,

ARLINGTON ASSET INVESTMENT CORP.

By:		/s/ Richard E. Konzmann
		Name: Richard E. Konzmann
		Title: Executive Vice President, Chief Financial Officer and Treasurer

CONFIRMED AND ACCEPTED, as of the date first above written:


LADENBURG THALMANN & CO. INC.

By		/s/ Steve Kaplan
		Authorized Signatory

Exhibit 5.1

HUNTON ANDREWS KURTH LLP

RIVERFRONT PLAZA,

EAST TOWER

951 EAST BYRD STREET

RICHMOND, VIRGINIA 23219-4074

TEL 804 • 788 • 8200

FAX 804 • 788 • 4190

August 10, 2018

FILE NO: 54521.000126

Board of Directors

Arlington Asset Investment Corp.

1001 Nineteenth Street North

Arlington, Virginia 22209

Issuance of up to 12,597,423 Shares of Class A Common Stock

Ladies and Gentlemen:

We have acted as special counsel to Arlington Asset Investment Corp., a Virginia corporation (the “ Company ”), in connection with the issuance and sale by the Company of up to an aggregate of 12,597,423 shares (the “ Shares ”) of Class A common stock, par value $0.01 per share, of the Company (“ Common Stock ”), pursuant to equity distribution agreements, each dated February 22, 2017, each as amended by Amendment No. 1 thereto dated as of August 10, 2018 (collectively, the “ Agreements ”), by and between the Company and each of JMP Securities LLC, B. Riley FBR, Inc. (formerly, FBR Capital Markets & Co.), JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. (the “ Sales Agents ”). The Shares have been registered on a Registration Statement on Form S-3 (File No. 333-215384), filed by the Company with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), on December 30, 2016, and declared effective by the Commission on February 17, 2017 (the “ Registration Statement ”).

In connection with the foregoing, we have examined the following documents:

the Amended and Restated Articles of Incorporation of the Company, as amended, as certified by the State Corporation Commission of the Commonwealth of Virginia (the “ SCC ”) on July 13, 2018 and by the Secretary of the Company on the date hereof;

the Amended and Restated Bylaws of the Company, as amended through the date hereof, as certified by the Secretary of the Company on the date hereof;

resolutions adopted by the Board of Directors of the Company either at meetings duly called and held or by unanimous written consent on December 16, 2016, October 23, 2017 and June 21, 2018 (the “ Resolutions ”), as certified by the Secretary of the Company on the date hereof;

ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON LOS ANGELES

MIAMI NEW YORK NORFOLK RALEIGH/DURHAM RICHMOND SAN FRANCISCO THE WOODLANDS TYSONS WASHINGTON, DC

Board of Directors

Arlington Asset Investment Corp.

August 10, 2018

Page 2

a certificate, dated August 10, 2018 from the SCC as to the Company’s existence and good standing in the Commonwealth of Virginia (the “ Virginia Certificate ”);

a certificate executed by the Secretary of the Company certifying as to certain factual matters as of the date hereof (the “ Secretary’s Certificate ”);

the Registration Statement;

the prospectus supplement, dated August 10, 2018, in the form filed with the Commission on August 10, 2018, pursuant to Rule 424(b) promulgated under the Securities Act, together with the base prospectus dated February 17, 2017 (collectively, the “ Prospectus ”); and

an executed copy of each of the Agreements.

For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of documents by the Company and the validity, binding effect and enforceability thereof upon the Company). As to factual matters, we have relied upon the Secretary’s Certificate and upon certificates of public officials.

We do not purport to express an opinion on any laws other than the Virginia Stock Corporation Act, and we base our opinion set forth in Item 1 below solely on our review of the Virginia Certificate.

Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, we are of the opinion that:

1. The Company is a corporation existing and in good standing under the laws of the Commonwealth of Virginia. The Company has the corporate power and authority to issue the Shares.

Board of Directors

Arlington Asset Investment Corp.

August 10, 2018

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2. The issuance of the Shares has been duly authorized and, when issued and delivered upon payment therefor in accordance with the Registration Statement, the Resolutions and the Agreements, the Shares will be validly issued, fully paid and nonassessable.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K, which is incorporated by reference in the Registration Statement in accordance with the requirements of Form S-3 and the rules and regulations promulgated under the Securities Act. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement with the Commission on the date hereof and to the use of the name of our firm in the section entitled “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. The opinions expressed in this letter speak only as of its date. We do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.

Very truly yours,

/s/ Hunton Andrews Kurth LLP