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): March 26, 2020

 

ARLINGTON ASSET INVESTMENT CORP.

(Exact name of Registrant as specified in its charter)

 

 

Virginia

 

54-1873198

 

001-34374  

(State or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

(Commission File Number)

 

6862 Elm Street, Suite 320

McLean, VA 22101

(Address of principal executive offices) (Zip code)

 

(703) 373-0200

(Registrant’s telephone number including area code)

 

N/A

(Former name or former address, if changed from 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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 

 


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock

AI

NYSE

7.00% Series B Cumulative Perpetual Redeemable Preferred Stock

AI PrB

NYSE

8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

AI PrC

NYSE

6.625% Senior Notes due 2023

AIW

NYSE

6.75% Senior Notes due 2025

AIC

NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 



Item 7.01Regulation FD Disclosure.

 

On March 26, 2020, Arlington Asset Investment Corp. (the “Company”) issued a press release providing certain Company updates. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Forward-Looking Statements Disclaimer

 

Certain statements in this press release are forward-looking as defined by the Private Securities Litigation Reform Act of 1995.  These include statements regarding the Company’s estimate of book value per common share as of March 24, 2020, current leverage, and future dividend payments.   Forward-looking statements can be identified by forward-looking language, including words such as "believes," "expects," "anticipates," "estimates," "plans," "continues," "intends," "should", "may," and similar expressions. Due to known and unknown risks, including the risk that the assumptions on which the forward-looking statements are based prove to be inaccurate, actual results may differ materially from expectations or projections.  These risks also include the Company’s ability to accurately estimate the financial information included in this press release, ongoing uncertainly caused by the COVID-19 pandemic and those described in the Company's most recent Annual Report on Form 10-K and any other documents filed by the Company with the Securities and Exchange Commission (the "SEC") from time to time, which are available from the Company and from the SEC, and you should read and understand these risks when evaluating any forward-looking statement.  Readers of this press release are cautioned to consider these risks and uncertainties and not to place undue reliance on any forward-looking statements.  The Company does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to matters discussed in this press release, except as may be required by applicable securities laws.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.  

 

Exhibit No.

 

Description

99.1

 

Arlington Asset Investment Corp. Press Release dated March 26, 2020.

 

 

 

 


 

SIGNATURE

 

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.

 

 

ARLINGTON ASSET INVESTMENT CORP.

Date: March 26, 2020

By:

/s/ Richard E. Konzmann

 

Name:

Richard E. Konzmann

 

Title:

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

ai-ex991_6.htm

Exhibit 99.1

 

 

 

Contacts:

Media: 703.373.0200 or ir@arlingtonasset.com 

Investors: Richard Konzmann at 703.373.0200 or ir@arlingtonasset.com

 

Arlington Asset Investment Corp. Announces Company Updates

 

McLean, Va., March 26, 2020Arlington Asset Investment Corp. (NYSE: AI) (the "Company") today announced that the Company has determined not to declare a first quarter 2020 common stock dividend in order to preserve liquidity as a result of volatile market conditions related to the COVID-19 pandemic.  In addition, the declaration and payment of future dividends on its common stock, 7.00% Series B Cumulative Perpetual Redeemable Stock (NYSE: AI PrB) and 8.250% Series C Fixed-to-Floating Cumulative Redeemable Preferred Stock (NYSE: AI PrC) will be evaluated at a future date.  

The Company has also provided the following updates.

 

The Company has satisfied all of its margin calls under its financing arrangements.

 

The Company estimates that its book value per common share as of March 24, 2020 has declined in a range of approximately 32% to 36% since December 31, 2019.

 

The Company de-levered its investment portfolio and estimates that its “at risk” short term secured financing to investable capital ratio has been reduced to approximately 1.6 to 1 from 8.7 to 1 as of December 31, 2019.1

 

The Company remains committed to preserving long-term value for its shareholders while also protecting its employees during this difficult time.

 

About the Company

Arlington Asset Investment Corp. (NYSE: AI) currently invests primarily in mortgage-related and other assets and will elect to be taxed as a real estate investment trust for its taxable year ending December 31, 2019.  The Company is headquartered in the Washington, D.C. metropolitan area.  For more information, please visit www.arlingtonasset.com.

Certain statements in this press release are forward-looking as defined by the Private Securities Litigation Reform Act of 1995.  These include statements regarding the Company’s estimate of book value per common share as of March 24, 2020, current leverage, and future dividend payments.   Forward-looking statements can be identified by forward-looking language, including words such as "believes," "expects," "anticipates," "estimates," "plans," "continues," "intends," "should", "may," and similar expressions. Due to known and unknown risks, including the risk that the assumptions on which the forward-looking statements are based prove to be inaccurate, actual results may differ materially from expectations or projections.  These risks also include the Company’s ability to accurately estimate the financial information included in this press release, ongoing uncertainly caused by the COVID-19 pandemic and those described in the Company's most recent Annual Report on Form 10-K and any other documents filed by the Company with the Securities and Exchange Commission (the "SEC") from time to time, which are available from the Company and from the SEC, and you should read and understand these risks when evaluating any forward-looking statement.  Readers of this press release are cautioned to consider these risks and uncertainties and not to place undue reliance on any forward-looking statements.  The Company does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to matters discussed in this press release, except as may be required by applicable securities laws.

 

 

1 

The Company's "at risk" short-term secured financing to investable capital is measured as the ratio of the sum of the Company's repurchase agreement financing, net payable or receivable for unsettled securities and net contractual price of TBA commitments less cash and cash equivalents compared to the Company's investable capital measured as the sum of the Company's shareholders' equity and long-term unsecured debt.