VERO BEACH, Florida, Jan. 15, 2019 (GLOBE NEWSWIRE) — ARMOUR Residential REIT, Inc. (NYSE: ARR, ARR PrA and ARR PrB) (“ARMOUR” or the “Company”) today announced that it has priced an underwritten public offering of 6,000,000 shares of common stock at a public offering price of $20.41 per share. The size of the offering has been upsized from 5,000,000 shares, and ARMOUR has granted the underwriters a 30-day option to purchase up to 900,000 additional shares of common stock. The offering is subject to customary closing conditions and is expected to close on or about January 17, 2019.
Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running managers of the offering.
The Company intends to use the net proceeds of the offering to acquire additional target assets as market conditions warrant and for general corporate purposes.
A registration statement relating to the offered securities has been filed with the Securities and Exchange Commission (the “SEC”) and became effective automatically upon filing. The offering is being made by means of a preliminary prospectus supplement and an accompanying base prospectus. Before investing in the offering, prospective investors should read the preliminary 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 offering. These documents are available for free by visiting EDGAR on the SEC website at www.sec.gov. Copies may also be obtained by contacting: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor New York, NY 10014.
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 Matters
ARMOUR 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 invests primarily in fixed rate residential, adjustable rate and hybrid adjustable rate residential mortgage-backed securities issued or guaranteed by U.S. Government-sponsored enterprises (“GSEs”), or guaranteed by the Government National Mortgage Association. In addition, ARMOUR invests in other securities backed by residential mortgages for which the payment of principal and interest is not guaranteed by a GSE or government agency. ARMOUR is externally managed and advised by ARMOUR Capital Management LP, an investment advisor registered with the SEC.
Safe Harbor
Statements made in this press release that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to: statements about the Company’s future expectations, plans and prospects, including statements regarding the Company’s offering of shares of common stock, the expected terms of such offering, the ability to complete such offering and the expected use of proceeds of such offering, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” “potential,” “opportunities” and similar expressions. ARMOUR’s actual results, performance or achievements or industry results may differ materially from those expressed or implied in these forward-looking statements. These statements involve numerous risks and uncertainties, including but not limited to, those risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 14, 2018, as required under the Securities Exchange Act of 1934, as amended, and other filings that ARMOUR makes with the SEC from time to time. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. ARMOUR is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
Additional Information and Where to Find It
Investors, security holders and other interested persons may find additional information regarding the Company at the SEC’s internet site at www.sec.gov, 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. Mountain
Chief Financial Officer
ARMOUR Residential REIT, Inc.
(772) 617-4340