Current Report Filing (8-k)
21 Juni 2022 - 10:43PM
Edgar (US Regulatory)
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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
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Date of Report (Date of earliest event reported): June 20, 2022 |
ARLINGTON ASSET INVESTMENT CORP.
(Exact name of Registrant as Specified in Its Charter)
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Virginia |
001-34374 |
54-1873198 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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6862 Elm Street Suite 320 |
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McLean, Virginia |
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22101 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 703 373-0200 |
(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:
☐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:
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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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New York Stock Exchange |
7.00% Series B Cumulative Perpetual Redeemable Preferred Stock |
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AAIC PrB |
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New York Stock Exchange |
8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock |
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AAIC PrC |
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New York Stock Exchange |
6.000% Senior Notes due 2026 |
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AAIN |
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New York Stock Exchange |
6.75% Senior Notes due 2025 |
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AIC |
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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 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.
As previously disclosed, on May 10, 2022, Arlington Asset Investment Corp. (the "Company") entered into a purchase and sale agreement (the "PSA") to sell a portion of the Company's single-family residential ("SFR") properties with a closing date no later than June 23, 2022. Pursuant to the PSA, the buyer made a $2.655 million initial deposit (“Initial Deposit”) with an escrow agent. On June 20, 2022, the Company entered into an amendment to the PSA (the "Amendment") that required the buyer to deposit an additional $2.655 million ("Additional Deposit" and together with the Initial Deposit, the “Deposit”) with the escrow agent to extend the SFR sale closing date to no later than August 19, 2022. If the Buyer terminates the PSA or otherwise defaults under the PSA, as amended, the $5.31 million Deposit will be distributed to the Company.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to a copy of the Amendment filed as Exhibit 10.01 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.01 Amendment No. 2 to the Purchase and Sale Agreement, dated as of May 10, 2022, by and between McLean SFR Investment, LLC and HomeSource Acquisitions, LLC.*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Filed herewith.
Forward- Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act and Private Securities Litigation Reform Act, as amended, including those relating to the expected closing of the SFR sale and other statements that are predictive in nature. These forward-looking statements are based on current expectations, forecasts and projections about the SFR sale, industry and markets in which the Company operates and management’s current beliefs and assumptions. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms. These statements relate to future and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company’s filings with the SEC. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
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 thereunto duly authorized.
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Date: |
June 21, 2022 |
By: |
/s/ Richard E. Konzmann |
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Executive Vice President, Chief Financial Officer and Treasurer |
Arlington Asset Investment (NYSE:AI-C)
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