Filed Pursuant to 424(b)(5)
File No. 333-215384
PROSPECTUS SUPPLEMENT
(To prospectus dated
February 17, 2017)
Up to 1,647,370 Shares
7.00% Series B Cumulative Perpetual Redeemable Preferred Stock
We have entered into an amended and restated equity distribution agreement with JonesTrading Institutional Services LLC, B. Riley FBR, Inc.,
Compass Point Research & Trading, LLC and Ladenburg Thalmann & Co. Inc., or the Agents, under which we may offer and sell, from time to time, up to 1,647,370 shares of our 7.00% Series B Cumulative Perpetual Redeemable
Preferred Stock, par value $0.01 per share, or our Series B Preferred Stock, pursuant to this prospectus supplement and the accompanying prospectus. Dividends on the Series B Preferred Stock are cumulative and payable quarterly at the rate
of 7.00% of the liquidation preference per annum, or $1.75 per share of Series B Preferred Stock per annum.
The Series B Preferred
Stock is not redeemable by us prior to May 12, 2022, except as described below upon the occurrence of a Change of Control (as defined herein). On or after May 12, 2022, we may, at our option, redeem any or all of the shares of the Series B
Preferred Stock at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date. In addition, upon the occurrence of a Change of Control we
will be required to redeem all of the shares of Series B Preferred Stock on the effective date of any such Change of Control at a cash redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not
authorized or declared) to, but excluding, the redemption date. The Series B Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us.
Our Series B Preferred Stock is listed on the New York Stock Exchange (the NYSE) under the symbol AI PrB and the last
reported sale price of our Series B Preferred Stock on the NYSE on March 20, 2019 was $21.87 per share.
Except under limited
circumstances as described in this prospectus supplement, holders of Series B Preferred Stock generally do not have any voting rights. See Description of the Series B Preferred Stock-Voting Rights.
Sales of shares of our Series B Preferred Stock, if any, under this prospectus supplement and the accompanying prospectus may be made in
negotiated transactions or transactions that are deemed to be at the market offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the NYSE or any other
existing trading market for our Series B Preferred Stock or sales made to or through a market maker other than on an exchange. The Agents will make all sales using commercially reasonable efforts consistent with its normal trading and sales
practices, on mutually agreed terms between the Agents and us. See Plan of Distribution.
Commencing with our taxable year
ending December 31, 2019, we intend to elect to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code. To assist us in maintaining our qualification as a REIT, among other
purposes, we expect to seek stockholder approval at our next annual meeting to amend our articles of incorporation to include customary REIT ownership limitations.
The Agents will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the shares of our Series B Preferred
Stock sold through it under the equity distribution agreement, as further described herein under the caption Plan of Distribution. In connection with the sale of shares of our Series B Preferred Stock on our behalf, the Agents may
be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, and the compensation of the Agents may be deemed to be underwriting commissions or discounts.
Investing in our Series B Preferred stock involves a high degree of risk. You should carefully consider the risks described under
Risk
Factors
beginning on page
S-6
of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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JonesTrading
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B. Riley FBR
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Compass Point
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Ladenburg Thalmann
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The date of this prospectus supplement is March 21, 2019.