Item 1.01. Entry into a Material Definitive Agreement.
On March 21, 2019, Arlington Asset Investment Corp. (the “Company”) entered into an amended and restated equity distribution agreement (the
“Equity Distribution Agreement”) with JonesTrading Institutional Services LLC, B. Riley FBR, Inc., Compass Point Research & Trading, LLC and Ladenburg Thalmann & Co. Inc. (collectively, the “Sales Agents”),
pursuant to which the Company may offer and sell, from time to time, shares of the Company’s 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”). Pursuant to the
Equity Distribution Agreement, the Company may offer and sell up to 1,647,370 shares of the Series B Preferred Stock (the “Shares”). Prior to the date of this Current Report on
Form 8-K, the
Company sold 217,630 shares of its Series B Preferred Stock pursuant to an equity distribution agreement with JonesTrading Institutional Services LLC dated May 16, 2017 and the
prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2017.
Pursuant to the Equity Distribution
Agreement, the Shares may be offered and sold through the Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on
the New York Stock Exchange or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions. Under the Equity Distribution Agreement, the Sales
Agents will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the Shares sold through each Sales Agent. The Company has no obligation to sell any of the Shares under the Equity Distribution Agreement and may at any
time suspend solicitations and offers under the Equity Distribution Agreement.
The Shares will be issued pursuant to the Company’s Registration
Statement on Form
S-3
(File
No. 333-215384)
(the “Registration Statement”). The Company has filed a prospectus supplement, dated March 21, 2019, to
the prospectus, dated February 17, 2017, with the SEC in connection with the offer and sale of the Shares from time to time in the future.
The Sales
Agents and their affiliates have provided, and may in the future provide, investment banking, brokerage and other services to the Company in the ordinary course of business, and the Company paid, and expects to pay, customary fees and commission for
such services, respectively.
The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference
to the entire Equity Distribution Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference. The legal opinion of Hunton Andrews Kurth LLP relating to the legality of the Shares is attached as Exhibit 5.1
hereto.