Item 1.01. Entry into a Material Definitive Agreement
On June 9, 2022, ARMOUR Residential REIT, Inc. (the “Company”) entered into a Second Amended and Restated Equity Sales Agreement (the “Sales Agreement”), with BUCKLER Securities LLC, an affiliate of the Company and member of the Financial Industry Regulatory Authority (“BUCKLER”), JonesTrading Institutional Services LLC (“JonesTrading”), JMP Securities LLC (“JMP Securities”), Ladenburg Thalmann & Co. Inc. (“Ladenburg Thalmann”) and B. Riley Securities, Inc. (“B. Riley Securities,” and together with BUCKLER, JonesTrading, JMP Securities and Ladenburg Thalmann, the “Agents”), as sales agents, and ARMOUR Capital Management LP, a Delaware limited partnership and the external manager of the Company (the “Manager”), pursuant to which the Company may, from time to time, issue and sell up to 36,298,608 shares (“Shares”) of the Company’s common stock through or to such designated Agents. The Sales Agreement increases the number of shares of common stock that may be offered and sold under the Company's Amended and Restated Equity Sales Agreement (the "November 2021 Sales Agreement"), dated November 12, 2021, with BUCKLER, JonesTrading, JMP Securities, Ladenburg Thalmann and B. Riley Securities, as sales agents, by 28,800,000 shares. The Sales Agreement includes the offer of 7,498,608 Shares that remained unsold under the November 2021 Sales Agreement, in addition to the offer of an additional 28,800,000 Shares.
The Sales Agreement relates to a proposed “at the market offering” of shares of the Company’s common stock (the “Offering”). The Shares are being offered pursuant to a prospectus supplement (the “ATM Prospectus Supplement”) filed with the Securities and Exchange Commission on June 9, 2022, in connection with the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-253311). Sales of the Company’s common stock through the Agents, if any, will be made in amounts and at times to be determined by the Company from time to time, but neither the Company nor the Agents have an obligation to sell any of the shares in the Offering. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Company’s common stock and determinations by the Company of the appropriate sources of funding for the Company. Under the Sales Agreement, the Agents have agreed to use commercially reasonable efforts consistent with their normal trading and sales practices to sell common stock in agency transactions. The Sales Agreement provides that the Agents will be entitled to compensation of up to 2.0% of the gross sales price per share for any of the common stock sold under the Sales Agreement in agency transactions.
Sales of the common stock, if any, under the Sales Agreement may be made by means of transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. Neither the Company nor the Agents have an obligation to sell any of the common stock in the Offering, and the Company or Agents may at any time suspend solicitation and offers under the Sales Agreement or terminate the Sales Agreement. The Company intends to use the proceeds from any sales to acquire additional mortgage-backed securities and other mortgage-related assets in accordance with its objectives and strategies described in the Company's most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.
The Sales Agreement contains customary representations, warranties and agreements of the Company and the Manager and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions.
The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Sales Agreement and the transactions contemplated thereby is qualified in its entirety by reference to Exhibit 1.1.
The Company is also filing this Current Report on Form 8-K to provide a legal opinion regarding the validity of the Shares to be issued and sold in the Offering, which opinion is attached hereto as Exhibit 5.1, and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.