ARLINGTON, Va., March 5, 2019 /PRNewswire/ -- Arlington Asset Investment Corp. (AI) (the "Company") announced today that it has priced an underwritten registered public offering of 1,200,000 shares of its 8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock"), liquidation preference $25.00 per share, for gross proceeds of $30.0 million, before deducting underwriting discounts and other estimated offering expenses. The offering is expected to close on March 12, 2019, subject to customary closing conditions. The Company intends to apply to list the Series C Preferred Stock on the New York Stock Exchange under the symbol "AI PrC."
The Company has granted the underwriters an option for 30 days to purchase up to an additional 180,000 shares of the Series C Preferred Stock to cover over-allotments, if any.
Dividends on the Series C Preferred Stock will accumulate and be payable from and including the date of original issue to, but excluding, March 30, 2024, at a fixed rate equal to 8.250% per annum of the $25.00 liquidation preference. From and including March 30, 2024, dividends on the Series C Preferred Stock will accumulate and be payable at a percentage of the $25.00 liquidation preference equal to an annual floating rate of three-month LIBOR plus a spread of 5.664% per annum.
The Company expects to use the net proceeds of this offering to acquire certain of the Company's target assets, including residential mortgage-backed securities issued by U.S. government agencies or guaranteed as to principal and interest by U.S. government agencies or U.S. government-sponsored enterprises. The Company may also use the net proceeds for general working capital purposes.
Morgan Stanley & Co. LLC and UBS Securities LLC are acting as joint book-running managers for the offering. B. Riley FBR, Inc., JMP Securities LLC, JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. are acting as co-managers for the offering.
The shares of Series C Preferred Stock were offered under the Company's existing shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission. The offering of these shares was made only by means of a prospectus supplement, free writing prospectus and accompanying base prospectus, which will be filed with the Securities and Exchange Commission. Copies of the prospectus supplement, free writing prospectus and accompanying base prospectus related to this offering may be obtained by contacting Morgan Stanley & Co. LLC or UBS Securities LLC at the addresses below:
Morgan Stanley & Co. LLC
180 Varick Street, 2nd Floor
New York, NY 10014
Attention: Prospectus Dept.
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Attention: Prospectus Department
This press release shall not constitute an offer to sell or the solicitation of an offer to buy shares of the Series C Preferred Stock or any other securities, nor shall there be any sale of such shares or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About the Company
Arlington Asset Investment Corp. (AI) currently invests primarily in mortgage-related and other assets and intends to qualify to be taxed as a real estate investment trust commencing with its taxable year ending December 31, 2019. The Company is headquartered in the Washington, D.C. metropolitan area.
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include statements regarding the Company's planned offering of Series C Preferred Stock and the anticipated use of proceeds. Forward-looking statements can be identified by forward-looking language, including words such as "believes," "anticipates," "expects," "estimates," "intends," "may," "plans," "projects," "will" and similar expressions, or the negative of these words. 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 include those described in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and specific risks relating to the offering of the Series C Preferred Stock described in the prospectus supplement and the accompanying prospectus, as well as the documents incorporated by reference therein, each of which have been filed with the Securities and Exchange Commission. 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.