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
Date of Report (Date of earliest event reported) December 7, 2011
ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 001-33736 | 26-1908763 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3001 Ocean Drive, Suite 201 Vero Beach, Florida | 32963 |
(Address of Principal Executive Offices) | (Zip Code) |
(772) 617-4340
(Registrant’s Telephone Number, Including Area Code)
n/a
(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 (see General Instruction A.2. below):
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.
Entry into a Material Definitive Agreement.
On December 7, 2011, ARMOUR Residential REIT, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc. (the “Underwriter”) pursuant to which the Company agreed to issue and sell to the Underwriter 8,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Securities”). The Underwriting Agreement granted the Underwriter an option (the “Option”) to purchase an additional 1,200,000 shares during the 30-day period following the execution of the Underwriting Agreement and the Underwriter exercised the Option in full on December 9, 2011.
The Underwriter agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $6.80 per share. The shares were offered and sold under a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-173682). The offering closed on December 13, 2011. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and incorporated by reference herein.
The material terms of the Securities are described in the Company’s prospectus supplement, dated December 8, 2011 and filed with the Commission on December 12, 2011 pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the Securities and supplements the Company’s prospectus contained in the Registration Statement, as filed with the Commission on May 4, 2011.
Item 8.01.
Other Items.
On December 7, 2011, the Company announced the commencement of the offering. A copy of the Company’s press release relating to the commencement of the offering, dated December 7, 2011, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On December 8, 2011, the Company announced the pricing of the offering. A copy of the Company’s press release relating to the pricing, dated December 8, 2011, is attached hereto as Exhibit 99.2 and incorporated herein by reference.
On December 13, 2011, the Company completed its offering of 9,200,000 shares of common stock, including the 1,200,000 shares of common stock pursuant to the Option, at a price of $6.80 per share for total net proceeds of approximately $62,410,000, after deduction of estimated offering expenses of $150,000.
Item 9.01.
Financial Statements and Exhibits.
The following exhibits are filed with this Report pursuant to Item 601 of the Commission’s Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Report is incorporated by reference into the Registration Statement, and, as such, the Company is incorporating by reference the exhibits to this Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Report and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represent, individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.
(c) Exhibits
Exhibit No. | Description |
|
|
1.1 | Underwriting Agreement |
5.1 | Opinion of Akerman Senterfitt |
8.1 | Tax Opinion of Akerman Senterfitt |
23.1 | Consent of Akerman Senterfitt (included in Ex. 5.1) |
23.2 | Consent of Akerman Senterfitt (included in Ex. 8.1) |
99.1 | Press Release, dated December 7, 2011 |
99.2 | Press Release, dated December 8, 2011 |
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 hereunto duly authorized.
Dated: December 13, 2011
ARMOUR RESIDENTIAL REIT, INC.
By: /s/ Jeffrey J. Zimmer
Name: Jeffrey J. Zimmer
Title: Co-Chief Executive Officer, President and Co-Vice Chairman
Exhibit Index
Exhibit No. | Description |
|
|
1.1 | Underwriting Agreement |
5.1 | Opinion of Akerman Senterfitt |
8.1 | Tax Opinion of Akerman Senterfitt |
23.1 | Consent of Akerman Senterfitt (included in Ex. 5.1) |
23.2 | Consent of Akerman Senterfitt (included in Ex. 8.1) |
99.1 | Press Release, dated December 7, 2011 |
99.2 | Press Release, dated December 8, 2011 |