Notice of Exempt Solicitation. Definitive Material. (px14a6g)
25 April 2022 - 03:49PM
Edgar (US Regulatory)
United States Securities
and Exchange Commission
Washington, D.C. 20549
Notice of Exempt Solicitation
Pursuant to Rule 14a-103
Name of the Registrant:
Arlington Asset Investment Corp.
Name of Person Relying on Exemption:
VA Property 1 LLC (1,350,000 shares of AAIC Common Stock)
Address of Persons Relying on Exemption:
240 W Main St, Suite 100
Charlottesville, VA 22902
Written Material:
Response to Board Opposition Letter (Request for Clarification)
Voluntary Submission; No Proxy Solicitation; All Statements
Opinions:
Written materials are submitted pursuant to Rule 14a-6(g)(1)
promulgated under the Securities Exchange Act of 1934. Submission
is not required of this filer under the terms of the Rule, but is
made voluntarily in the interest of public disclosure and
consideration of these important issues. This is not a solicitation
of authority to vote any shareholder?s proxy, and proxy cards will
not be accepted if sent. Shareholders should read the company?s
proxy statement (available for free on
the SEC EDGAR website), as it contains important information. The
contents of this letter
should be viewed exclusively as the subjective opinions of the
proponent, and not as any citation of objective fact.
Request for
Clarification
To the Board of Arlington Asset,
In reference to your letter opposing the liquidation proposal,
it seems that the Board has conveyed some mixed messaging, which we
fear may confuse shareholders as they evaluate a potential
liquidation.
On one hand, and despite Q4 book value?s 84% premium to the
April 14th closing price, the letter expresses your view that the
company will achieve greater value as a going concern than in a
liquidation.
On the other, since the initial submission of the liquidation
proposal on August 4th , one of the Board?s own members (CEO Rock
Tonkel) has purchased over $270,000 worth of AAIC common stock.
At the time the liquidation proposal was first submitted, Mr.
Tonkel had not purchased a single AAIC share in nearly seven
months. Immediately thereafter, however, he appears to have made
six purchases over an eight month period, with the first such trade
occurring less than one week after receipt of the liquidation
proposal.
To clarify, we do not allege that these trades were in any way
improper, and specifically disclaim any such implication.
Having said that, and all else held equal, we believe your
colleague?s sudden interest in AAIC stock ? beginning just after
receipt of the proposal ? would appear generally inconsistent with
your alleged view that a liquidation might reduce shareholder
value.
Insofar as actions may speak louder than words, perhaps the
Board could reconcile this apparent contradiction for shareholders,
as the CEO?s views on the merits of a liquidation might bear
significantly on their voting considerations.
https://www.arlingtonasset.com/2022-03-02-Arlington-
Asset-Investment-Corp-Reports-Fourth-Quarter-
and-Full-Year-2021-Financial-
Results
https://www.sec.gov/divisions/corpfin/cf-
noaction/14a-8/2022/arlingtonvaprop033122-14a8.pdf
https://www.sec.gov/Archives/edgar/data/
0001209028/000120919121051111/xslF345X03/doc4.xml
https://www.sec.gov/Archives/edgar/data/
0001209028/000120919121064784/xslF345X03/doc4.xml
https://www.sec.gov/Archives/edgar/data/
0001209028/000120919121070769/xslF345X03/doc4.xml
https://www.sec.gov/Archives/edgar/data/
0001209028/000120919122002193/xslF345X03/doc4.xml
https://www.sec.gov/Archives/edgar/data/
0001209028/000120919122021979/xslF345X03/doc4.xml
https://www.sec.gov/Archives/edgar/data/
0001209028/000120919122023399/xslF345X03/doc4.xml
This regulatory filing also includes additional resources:
pxtwopdf.pdf
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