ARMOUR Residential REIT, Inc. (NYSE: ARR, ARR PrA and ARR PrB)
(“ARMOUR” or the “Company”) announced today that it intends to
redeem all 2,180,572 issued and outstanding shares of its 8.25%
Series A Cumulative Redeemable Preferred Stock (NYSE: ARR PrA,
CUSIP 042315309, the “Series A Preferred”) on July 26, 2019, at a
price of $25.00 per share. Written notice of the redemption will be
mailed on or about June 25, 2019, to holders of record as of June
14, 2019. The notice of redemption will also be filed with the
Securities and Exchange Commission (“SEC”) and be available for
free by visiting EDGAR on the SEC website, www.sec.gov, or by
visiting the Company’s website, www.armourreit.com. Pursuant to the
terms of the Series A Preferred, Series A Preferred holders of
record on July 15, 2019, will be entitled to receive the full
monthly dividend for July, which will be the final dividend and
will be paid in the regular course of business on July 29, 2019.
The office of the registrar, transfer agent, redemption agent and
disbursing agent for the Series A Preferred is as follows:
Continental Stock Transfer & Trust Company, One State Street,
30th Floor, New York, NY 10004, Attn: Reorg. Department. For
questions regarding the redemption notice, please contact
Continental Stock Transfer & Trust Company by telephone at
800-509-5586.
The Company’s outstanding 7.875% Series B
Cumulative Redeemable Preferred Stock (the “Series B Preferred”)
has not been called for redemption. The Series B Preferred has
essentially the same terms and conditions as the Series A
Preferred, other than the dividend rate. The Company also announced
today that it ended its Series B Preferred at-the-market offering
program of up to 2,000,000 shares established on August 30, 2017
(the “2017 Series B ATM”), and authorized a new Series B Preferred
at-the-market offering program of up to 9,000,000 shares (the “2019
Series B ATM”) available for sale. The prospectus relating to the
2019 Series B ATM will be filed with the SEC and be available for
free by visiting EDGAR on the SEC website, www.sec.gov, or by
visiting the Company’s website, www.armourreit.com. As of June 21,
2019, there were 6,469,576 total shares of Series B Preferred
issued and outstanding following sales of 819,576 total shares
pursuant to the 2017 Series B ATM, including 100,307 shares under
the program since June 6, 2019.
The Company also announced today that it has
authorized a new Dividend Reinvestment & Stock Purchase Plan
(the “Series B DRIP”) covering up to 2,500,000 shares of its Series
B Preferred. This program is available for new investors to
establish a position in the Company’s Series B Preferred, in
addition to providing existing holders of Series B Preferred the
opportunity to reinvest dividends into additional shares of Series
B Preferred and otherwise purchase additional shares of Series B
Preferred. Information regarding the Series B DRIP, including the
related prospectus to be filed with the SEC, will be available for
free by visiting EDGAR on the SEC website, www.sec.gov, or by
visiting the Company’s website, www.armourreit.com.
The Company also announced today the expected
July 2019 cash dividend rate for the Company’s Common Stock of
$0.17 per common share with an anticipated record date of July 15,
2019, and anticipated payment date of July 29, 2019.
On June 4, 2019, the Company announced it was
increasing its stock repurchase program up to an aggregate of
9,000,000 shares of the Company’s outstanding common stock. Since
that date, the Company has repurchased 375,000 shares in open
market transactions.
A registration statement relating to the Series
B Preferred has been filed with the SEC and became effective
automatically upon filing. Any offering shall be made by means of a
prospectus supplement and an accompanying base prospectus. Before
investing in shares of the Series B Preferred, prospective
investors should read the applicable prospectus supplement and the
accompanying base prospectus and other documents ARMOUR has filed
with the SEC for more complete information about the Company and
the Series B Preferred. These documents are available for free by
visiting EDGAR on the SEC website, www.sec.gov. This press release
shall not constitute an offer to sell, or a solicitation of an
offer to buy, nor shall there be any sale of the Company’s
securities in any state or other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or other
jurisdiction.
Certain Tax MattersARMOUR has
elected to be taxed as a real estate investment trust (“REIT”) for
U.S. federal income tax purposes. In order to maintain this tax
status, ARMOUR is required to timely distribute substantially all
of its ordinary REIT taxable income. Dividends paid in excess of
current tax earnings and profits for the year will generally not be
taxable to common stockholders.
About ARMOUR Residential REIT,
Inc.ARMOUR seeks to create shareholder value through
thoughtful investment and risk management that produces current
yield and superior risk adjusted returns over the long
term. Our focus on residential real estate finance supports
home ownership for a broad and diverse spectrum of Americans by
bringing private capital into the mortgage markets. ARMOUR is
externally managed and advised by ARMOUR Capital Management LP, an
investment advisor registered with the SEC.
Safe HarborThis press release
includes “forward-looking statements” within the meaning of the
safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Actual results may differ from
expectations, estimates and projections and, consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. The
Company disclaims any obligation to release publicly any updates or
revisions to any forward-looking statement to reflect any change in
its expectations or any change in events, conditions or
circumstances on which any such statement is based, except as
required by law.
Additional Information and Where to Find
ItInvestors, security holders and other interested persons
may find additional information regarding the Company at the SEC’s
website at www.sec.gov, or the Company website at
www.armourreit.com, or by directing requests to: ARMOUR Residential
REIT, Inc., 3001 Ocean Drive, Suite 201, Vero Beach, Florida 32963,
Attention: Investor Relations.
Investor Contact:James R. MountainChief
Financial OfficerARMOUR Residential REIT, Inc.(772)
617-4340
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