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| ARR > SEC Filings for ARR > Form 8-K on 8-Aug-2012 | All Recent SEC Filings |
8-Aug-2012
Entry into a Material Definitive Agreement, Other Events, Financial
On August 2, 2012, ARMOUR Residential REIT, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as the representatives of the several underwriters named in Schedule I to the Underwriting Agreement (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters 55,000,000 shares of the Company's common stock, par value $0.001 per share (the "Firm Shares"). The Underwriting Agreement granted the Underwriters an option (the "Option") to purchase an additional 8,250,000 shares (the "Option Shares," and together with the Firm Shares, the "Shares") during the 30-day period following the execution of the Underwriting Agreement and the Underwriters exercised the Option in full on August 3, 2012.
The Underwriters agreed to purchase the Firm Shares from the Company with the option to purchase the Option Shares, pursuant to the Underwriting Agreement, at a price of $7.30 per share. The Shares were offered and sold under a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission (the "Commission") pursuant to the Company's shelf registration statement on Form S-3ASR (File No. 333-182583) (the "Registration Statement"). The offering of the Shares closed on August 8, 2012. 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 Shares are described in the Company's prospectus supplement, dated August 3, 2012 and filed with the Commission on August 7, 2012 pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the Shares and supplements the Company's prospectus contained in the Registration Statement, which was automatically declared effective on July 9, 2012.
On August 2, 2012, the Company announced the commencement of the offering. A copy of the Company's press release relating to the commencement of the offering, dated August 2, 2012, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On August 3, 2012, the Company announced the pricing of the offering. A copy of the Company's press release relating to the pricing, dated August 3, 2012, is attached hereto as Exhibit 99.2 and incorporated herein by reference.
On August 8, 2012, the Company completed its offering of 63,250,000 Shares at a price of $7.30 per Share for total net proceeds of approximately $461,425,000, after deduction of estimated offering expenses of $300,000.
The following exhibits are filed with this Current 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 Current Report is incorporated by reference into the Registration Statement, and, as such, the Company is incorporating by reference the exhibits to this Current Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Current 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.
(d) 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 August 2, 2012
99.2 Press Release, dated August 3, 2012
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