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 12, 2022 (April 11, 2022)
ARLINGTON ASSET INVESTMENT CORP.
(Exact name of Registrant as Specified in Its Charter)
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Virginia |
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001-34374 |
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54-1873198 |
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
6862 Elm Street, Suite 320
McLean, VA 22101
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Class A Common Stock |
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AAIC |
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NYSE |
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7.00% Series B Cumulative Perpetual Redeemable Preferred Stock |
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AAIC PrB |
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NYSE |
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8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock |
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AAIC PrC |
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NYSE |
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6.000% Senior Notes due 2026 |
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AAIN |
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NYSE |
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6.75% Senior Notes due 2025 |
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AIC |
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NYSE |
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 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. ☐
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Item 1.01 |
Entry into a Material Definitive Agreement |
On April 11, 2022, Arlington Asset Investment Corp. (the “Company”) entered into a Second Amendment (the “Second Amendment”) to its Rights Agreement, dated June 5, 2009, with American Stock Transfer & Trust Company, LLC, as Rights Agent, as amended by that certain First Amendment to the Rights Agreement dated as of April 13, 2018 (the “Rights Agreement”). The Second Amendment extends the expiration date of the “Rights,” as specified in the Rights Agreement, until June 4, 2025. The Second Amendment also decreases the Purchase Price (as defined under the Rights Agreement) from $70.00 to $21.30. No shareholder approval was required for adoption of the Second Amendment; however, the Company intends to submit the Second Amendment to its shareholders for approval at the 2022 annual meeting of shareholders.
The foregoing description of the Rights Agreement, the First Amendment and the Second Amendment are not complete and are subject to and qualified by reference to the full text of the Rights Agreement, the First Amendment and the Second Amendment filed as Exhibits 4.1, 4.2 and 4.3 hereto, respectively, and incorporated herein by reference.
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Item 3.03 |
Material Modification to Rights of Security Holders |
The information included in Item 1.01 above and the documents filed as Exhibits 4.1, 4.2 and 4.3 hereto are incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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4.1 |
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4.2 |
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4.3 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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ARLINGTON ASSET INVESTMENT CORP. |
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Date: April 12, 2022 |
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By: |
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/s/ Richard E. Konzmann |
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Name: |
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Richard E. Konzmann |
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Title: |
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Executive Vice President, Chief Financial |
Exhibit 4.3
SECOND AMENDMENT TO
RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Second Amendment”) is made as of this 11th day of April, 2022 between ARLINGTON ASSET INVESTMENT CORP., Virginia Corporation formerly known as Friedman, Billings, Ramsey Group, Inc. (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Rights Agent”).
RECITALS
A.The Company and the Rights Agent are parties to that certain Rights Agreement, dated as of June 5, 2009, as amended by that certain First Amendment to the Rights Agreement, between the Company and the Rights Agent, dated April 13, 2018 (as so amended, the “Rights Agreement”).
B.Pursuant to Section 26 of the Rights Agreement, prior to the Distribution Date, the Company may, in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of Rights, with any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. The Distribution Date has not yet occurred.
C.The Board of Directors of the Company has determined that it is in the best interest of the Company to amend the Rights Agreement as provided in this Second Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
1.Definitions. Except as otherwise set forth in this Second Amendment, each capitalized term used in this Second Amendment shall have the meaning for such term set forth in the Rights Agreement.
2.Definition of “Agreement.” From and after the date hereof, all references in the Rights Agreement to the “Agreement” shall mean and refer to the Rights Agreement as modified by this Second Amendment.
3.Definition of “Expiration Date.” Section 1(x) of the Rights Agreement is hereby amended by deleting the reference to “June 4, 2019” and replacing it with a reference to “the final date of the Company’s 2022 annual meeting of shareholders.”
4.Definition of “Final Expiration Date.” Section 1(y) of the Rights Agreement is hereby amended by deleting the reference to “June 4, 2022” and replacing it with a reference to “June 4, 2025.”
5.Definition of “Purchase Price.” Section 1(dd) of the Rights Agreement is hereby amended by deleting the reference to “$70.00” and replacing it with a reference to “$21.30.”
6.Form of Rights Certificate. Exhibit B to the Rights Agreement is hereby amended as follows:
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1. |
By deleting each reference to “June 4, 2022” included in Exhibit B and replacing it with a reference to “June 4, 2025.” |
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2. |
By deleting the reference to “$70.00” and replacing it with a reference to “$21.30.” |
7.Summary of Rights. Exhibit C to the Rights Agreement is hereby amended as follows:
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1. |
By deleting the reference to “June 4, 2022” and replacing it with a reference to “June 4, 2025.” |
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2. |
By deleting the reference to “June 4, 2019” and replacing it with a reference to “June 4, 2022.” |
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3. |
By deleting the reference to “$70.00” and replacing it with a reference to “$21.30.” |
8.Ratification of Agreement. Except as specifically modified by this Second Amendment, the Rights Agreement remains in full force and effect and is hereby ratified, confirmed and reaffirmed for all purposes and in all respects.
9.Counterparts. This Second Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute but one original; provided, however, this Second Amendment shall not be effective unless and until signed by the Company and the Rights Agent.
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Company: |
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ARLINGTON ASSET INVESTMENT CORP. |
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By: |
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/s/ Richard E. Konzmann |
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Name: |
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Richard E. Konzmann |
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Title: |
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Executive Vice President, Chief Financial Officer and Treasurer |
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RIGHTS AGENT: |
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AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC |
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By: |
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/s/ Joseph Dooley |
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Name: |
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Joseph Dooley |
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Title: |
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Senior Vice President |