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Form 8-K Armour Residential REIT, For: Jul 31

August 3, 2015 6:11 AM EDT


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)                       July 31, 2015                    
 
ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland 
001-34766
26-1908763
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS 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)
 
☐      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))






Item 3.03.
Material Modification to the Rights of Security Holders.
.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
.

ARMOUR Residential REIT, Inc. (“ARMOUR” or the “Company”) filed two amendments to its Articles of Amendment and Restatement (the “Amendments”) with the Secretary of State of the State of Maryland, which effected the Company's previously announced one-for-eight reverse stock split of its common stock (the “Reverse Stock Split”). The first Amendment, effective as of 5:01 p.m. ET on July 31, 2015, converted every eight shares of ARMOUR's issued and outstanding common stock $0.001 par value per share, into one share of ARMOUR's common stock, $0.008 per share. Pursuant to the first Amendment, any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split shall be settled by cash payment, calculated according to the average per share closing price of the Company’s common stock for the three consecutive trading days ending on July 31, 2015. The second Amendment, effective as of 5:02 p.m. ET on July 31, 2015, reduced the par value of ARMOUR's issued and outstanding common stock to $0.001 per share and reduced the number of ARMOUR's authorized shares of common stock, on a one-for-eight basis, from 1,000,000,000 shares to 125,000,000 shares.

The above description of the Amendments is qualified in its entirety by reference to the full text of the Amendments, copies of which are attached hereto as Exhibits 3.1 and 3.2.

The full text of ARMOUR's press release issued in connection with the foregoing matter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01.
Other Events.
 
Trading in ARMOUR’s common stock on a split-adjusted basis is expected to begin at the market open on August 3, 2015. ARMOUR’s common stock will continue trading on the New York Stock Exchange under the symbol “ARR” but will be assigned the new CUSIP number of 042315 507.

Second Amended and Restated 2009 Stock Incentive Plan

In connection with the Reverse Stock Split, the number of shares of common stock issuable from unvested awards under ARMOUR's Second Amended and Restated 2009 Stock Incentive Plan (the “Plan”) was proportionately adjusted to reflect the Reverse Stock Split. Additionally, the total number of authorized shares of common stock that may be issued under the Plan (including shares already issued pursuant to awards) was proportionately adjusted from 15,000,000 shares to 1,875,000 shares to reflect the Reverse Stock Split. Any other affected terms of the Plan and any awards thereunder were adjusted to the extent necessary to reflect proportionately the Reverse Stock Split.

Common Stock At-the-Market Offering Program

As previously disclosed on May 22, 2015, the Company has an ongoing at-the-market (“ATM”) offering of shares of its common stock, pursuant to an Equity Distribution Agreement dated October 11, 2011 (the Distribution Agreement") with Deutsche Bank Securities Inc., JMP Securities LLC and Ladenburg Thalmann & Co. Inc. (collectively, the Agents). Under the terms of the Distribution Agreement, the Company may offer and sell, from time to time, through the Agents, as the Company's agents, or to the Agents for resale, up to 40,000,000 pre-split shares of the Company's Common Stock. At the time of effectiveness of the Reverse Stock Split, the Company had sold 15,500,000 pre-split shares of its Common Stock under the Distribution Agreement and 24,500,000 pre-split shares of Common Stock remained unsold under the Distribution Agreement (the Pre-Split Unsold ATM Common Stock). To account for the effect of the Reverse Stock Split, on July 31, 2015, the Company filed a prospectus supplement (the Common Stock ATM Prospectus Supplement) with the Securities and Exchange Commission (the Commission) covering the sale of the 3,062,500 unsold post-split shares of Common Stock (the Post-Split Unsold ATM Common Stock), which Post-Split Unsold ATM Common Stock reflects the proportional adjustment to the Pre-Split Unsold ATM Common Stock.

The offering of the Post-Split Unsold ATM Common Stock will be made pursuant to (a) the Company's automatic shelf registration statement on Form S-3 (No. 333-203813) (the Registration Statement), (b) the prospectus, dated May 1,





2015, filed as a portion of the Registration Statement (the Prospectus), and (c) the Common Stock ATM Prospectus Supplement, which forms a part of, and supplements, the Registration Statement. The offering will continue to be governed by the terms of the Distribution Agreement. At the time of effectiveness of the Reverse Stock Split, the Pre-Split Unsold ATM Common Stock and all other share-related numbers referenced in the Distribution Agreement were automatically adjusted to take into account the Reverse Stock Split.

The Distribution Agreement, as described in the Company's Current Report on Form 8-K filed with the Commission on October 12, 2011, does not purport to be complete and is qualified in its entirety by reference to the Distribution Agreement filed as an exhibit to such Current Report on Form 8-K.

Dividend Reinvestment and Stock Purchase Plans

As previously disclosed , the Company adopted the 2012 Dividend Reinvestment and Stock Purchase Plan (the “2012 Plan”) relating to the offer and sale of up to 20,000,000 pre-split shares of the Company's Common Stock pursuant to the terms of the 2012 Plan, and the 2013 Dividend Reinvestment and Stock Purchase Plan (the “2013 Plan”) relating to an additional offer and sale of up to 30,000,000 pre-split shares of the Company's common stock pursuant to the terms of the 2013 Plan, which 2013 Plan is essentially identical by its terms to the 2012 Plan. The 2012 Plan and 2013 Plan each permit the Company's stockholders to automatically reinvest all or a portion of their cash dividends on their shares of the Company's common stock and to purchase additional shares of the Company's common stock.

In connection with the Reverse Stock Split, on July 31, 2015, the Company filed with the Commission (1) a prospectus supplement (the 2012 DRIP Prospectus Supplement) covering the sale of the 1,650,256 unsold post-split shares of Common Stock (the Post-Split Unsold 2012 DRIP Common Stock), to reflect the proportional adjustment, as a result of the Reverse Stock Split, of the 13,202,045 unsold pre-split shares of Common Stock (the Pre-Split Unsold 2012 DRIP Common Stock) available under the 2012 Plan, and (2) a prospectus supplement (the 2013 DRIP Prospectus Supplement) covering the sale of the 3,750,000 unsold pre-split shares of Common Stock (the Post-Split 2013 DRIP Unsold Common Stock), to reflect the proportional adjustment, as a result of the Reverse Stock Split, of the 30,000,000 unsold pre-split shares of Common Stock (the Pre-Split 2013 DRIP Unsold Common Stock) available for sale under the 2013 Plan.

The offering of the Post-Split Unsold 2012 DRIP Common Stock will be made pursuant to (a) the Registration Statement, (b) the Prospectus, and (c) the 2012 DRIP Prospectus Supplement, and will continue to be governed by the terms of the 2012 Plan. The offering of the Post-Split Unsold 2013 DRIP Common Stock will be made pursuant to (a) the Registration Statement, (b) the Prospectus, and (c) the 2013 DRIP Prospectus Supplement, and will continue to be governed by the terms of the 2013 Plan.

This Current Report on Form 8-K does not constitute offers to sell or the solicitation of offers to buy nor shall there be any sales of the Company's Common Stock in any state in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of any such state.

Exhibits 5.1 and 23.1, Exhibits 5.2 and 23.2, and Exhibits 5.3 and 23.3 to this Current Report on Form 8-K are filed herewith in connection with the Common Stock ATM Prospectus Supplement, the 2012 DRIP Prospectus Supplement and the 2013 DRIP Prospectus Supplement, respectively, and are incorporated therein by reference.

Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits





Exhibit No.
Description
  
  
3.1
Articles of Amendment to the Company's Articles of Amendment and Restatement
3.2
Articles of Amendment to the Company's Articles of Amendment and Restatement
5.1
Opinion of Akerman LLP (Common Stock ATM Prospectus Supplement)
5.2
Opinion of Akerman LLP (2012 DRIP Prospectus Supplement)
5.3
Opinion of Akerman LLP (2013 DRIP Prospectus Supplement)
23.1
Consent of Akerman LLP (Common Stock ATM Prospectus Supplement) (included in Ex. 5.1)

23.2
Consent of Akerman LLP (2012 DRIP Prospectus Supplement) (included in Ex. 5.2)

23.3
Consent of Akerman LLP (2013 DRIP Prospectus Supplement) (included in Ex. 5.3)

99.1
Press Release announcing effectiveness of reverse stock split, dated July 31, 2015





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: July 31, 2015
 
  
ARMOUR RESIDENTIAL REIT, INC.
  
  
  
  
  
By:
/s/ James R. Mountain
  
  
Name:
James R. Mountain
  
  
Title:
Chief Financial Officer 
  





Exhibit Index
 
Exhibit No.
Description
 
 
3.1
Articles of Amendment to the Company's Articles of Amendment and Restatement
3.2
Articles of Amendment to the Company's Articles of Amendment and Restatement
5.1
Opinion of Akerman LLP (Common Stock ATM Prospectus Supplement)
5.2
Opinion of Akerman LLP (2012 DRIP Prospectus Supplement)
5.3
Opinion of Akerman LLP (2013 DRIP Prospectus Supplement)
23.1
Consent of Akerman LLP (Common Stock ATM Prospectus Supplement) (included in Ex. 5.1)

23.2
Consent of Akerman LLP (2012 DRIP Prospectus Supplement) (included in Ex. 5.2)

23.3
Consent of Akerman LLP (2013 DRIP Prospectus Supplement) (included in Ex. 5.3)

99.1
Press Release announcing effectiveness of reverse stock split, dated July 31, 2015




EXHIBIT 3.1
ARMOUR RESIDENTIAL REIT, INC.
ARTICLES OF AMENDMENT
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation is hereby amended to provide that, at the Effective Time (as defined below), every eight shares of common stock, $0.001 par value per share, of the Corporation, which were issued and outstanding immediately prior to the Effective Time, shall be changed into one issued and outstanding share of common stock, $0.008 par value per share.  Any fraction of a share of common stock that would otherwise have resulted from the foregoing combination shall be settled by cash payment, calculated according to the average per share closing price of the Corporation’s common stock for the three consecutive trading days ending on July 31, 2015.
SECOND: The amendment to the Charter of the Corporation as set forth above has been duly approved by at least a majority of the entire Board of Directors of the Corporation as required by the Maryland General Corporation Law (the “MGCL”). Pursuant to Section 2-309(e) of the MGCL, no stockholder approval was required.
THIRD: There has been no increase in the authorized stock of the Corporation effected by the amendment to the Charter of the Corporation as set forth above.
FOURTH: These Articles of Amendment shall be effective at 5:01 p.m. EST on July 31, 2015 (the “Effective Time”).
FIFTH: The undersigned Chief Financial Officer, Treasurer and Secretary acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned Chief Financial Officer, Treasurer and Secretary acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]





IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Financial Officer, Treasurer and Secretary and attested to by its Chief Operating Officer on this 27th day of July, 2015.
ATTEST:
ARMOUR RESIDENTIAL REIT, INC.
By: /s/ Mark Gruber_____________________
Name: Mark Gruber
Title: Chief Operating Officer

By: /s/ James R. Mountain_________________
Name: James R. Mountain
Title: Chief Financial Officer, Treasurer and
              Secretary
 



EXHIBIT 3.2
ARMOUR RESIDENTIAL REIT, INC.
ARTICLES OF AMENDMENT
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation is hereby amended, as of the Effective Time (as defined below), to decrease the par value of the shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time from $0.008 per share to $0.001 per share.
SECOND: The Charter of the Corporation is hereby further amended by deleting the existing Section 6.1 in its entirety and adding a new Section 6.1 to read as follows:
“6.1    Authorized Shares. The Corporation has authority to issue 175,000,000 shares of stock, consisting of 125,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”), and 50,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $175,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.”
THIRD: The amendments to the Charter of the Corporation as set forth above have been duly approved by a majority of the entire Board of Directors of the Corporation as required by the Maryland General Corporation Law (the “MGCL”). The amendments set forth herein are limited to changes expressly authorized to be made without action by the stockholders of the Corporation by, as applicable, (a) Section 2-105(a)(13) of the MGCL and the Charter of the Corporation; or (b) Section 2-605(a)(2) of the MGCL.
FOURTH: These Articles of Amendment shall be effective at 5:02 p.m. EST on July 31, 2015 (the “Effective Time”).
FIFTH: The undersigned Chief Financial Officer, Treasurer and Secretary acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned Chief Financial Officer, Treasurer and Secretary acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

    



[SIGNATURE PAGE FOLLOWS]




IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Financial Officer, Treasurer and Secretary and attested to by its Chief Operating Officer on this 27th day of July, 2015.
ATTEST:
ARMOUR RESIDENTIAL REIT, INC.
By: /s/ Mark Gruber_____________________
Name: Mark Gruber
Title: Chief Operating Officer

By: /s/ James R. Mountain_________________
Name: James R. Mountain
Title: Chief Financial Officer, Treasurer and
              Secretary


Exhibit 5.1

[Akerman Letterhead]






July 31, 2015
 
ARMOUR Residential REIT, Inc.
3001 Ocean Drive, Suite 201
Vero Beach, Florida  32963
 
Re:           Common Stock registered under Registration Statement on Form S-3
 
Ladies and Gentlemen:
 
Reference is made to (1) our opinion dated May 1, 2015 and included as Exhibit 5.1 to the Registration Statement on Form S-3 ASR (Registration No. 333-203813) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on May 1, 2015 by ARMOUR Residential REIT, Inc. (the “Company”) pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and (2) the Company's prospectus supplement filed with the Commission on May 22, 2015 (the “Previous Prospectus Supplement”), pursuant to the requirements of the Securities Act. We are rendering this supplemental opinion in connection with the prospectus supplement dated July 31, 2015 (the “Successor Prospectus Supplement”).  On July 31, 2015, the Company completed a one-for-eight reverse stock split of its common stock (the “Reverse Stock Split”). Accordingly, the Successor Prospectus Supplement is being filed solely to proportionately reduce the number of shares of common stock covered by the Previous Prospectus Supplement. As a result, as of July 31, 2015, on a post-reverse split basis, the Successor Prospectus Supplement will cover a maximum of 3,062,500 shares (the “Shares”) of common stock.

The Successor Prospectus Supplement relates to the at-the-market offering by the Company of the Shares, which are covered by the Registration Statement. We understand that the Shares are to be offered and sold in the manner set forth in the Registration Statement and the Successor Prospectus Supplement.

We have acted as your counsel in connection with the preparation of the Registration Statement and the Successor Prospectus Supplement. We are familiar with the proceedings taken by the Board of Directors of the Company in connection with the authorization, issuance and sale of the Shares. We have examined all such documents as we have considered necessary in order to enable us to render this opinion, including, but not limited to, (i) the Registration Statement, (ii) the Prospectus dated May 1, 2015 included with the Registration Statement (the “Prospectus”), (iii) the Successor Prospectus Supplement, (iv) the Company's Articles of Amendment and Restatement, (v) the Company's Amended and Restated By-laws, (vi) certain resolutions of the Board of Directors of the Company and of the Pricing Committee thereof, (vii) corporate records and instruments, (viii) a specimen certificate representing the Shares, and (ix) such laws and regulations as we have deemed necessary for the purposes of rendering the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the authenticity of originals of such documents that have been presented to us as photostatic copies, and that the Shares will be issued against payment of valid consideration under applicable law. As to any facts material to the opinions expressed herein, which were not independently established or verified, we have relied upon statements and representations of officers of the Company.

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and delivered by the Company against payment therefor as set forth in the Successor Prospectus Supplement, will be validly issued, fully paid and non-assessable.

We express no opinion as to matters governed by laws of any jurisdiction other than the laws of the State of Maryland and the federal securities laws of the Unites States of America, as in effect on the date hereof.
 
This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

This opinion letter is furnished to you for your benefit in connection with the filing of the Successor Prospectus Supplement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as part of the Registration Statement and to the reference of our firm under the caption “Legal Matters” in the Successor Prospectus Supplement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Akerman LLP



Exhibit 5.2

[Akerman Letterhead]






July 31, 2015
 
ARMOUR Residential REIT, Inc.
3001 Ocean Drive, Suite 201
Vero Beach, Florida  32963
 
Re:           Common Stock registered under Registration Statement on Form S-3
 
Ladies and Gentlemen:

Reference is made to our opinion dated May 1, 2015 and included as Exhibit 5.1 to the Registration Statement on Form S-3 ASR (Registration No. 333-203813) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on May 1, 2015 by ARMOUR Residential REIT, Inc. (the “Company”) pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”). We are rendering this supplemental opinion in connection with the prospectus supplement (the “Prospectus Supplement”) dated July 31, 2015, relating to 1,650,256 shares of the Company's common stock, par value $0.001 per share (the “Shares”), that may be issued pursuant to the Company's 2012 Dividend Reinvestment and Stock Purchase Plan (the “2012 Plan”). On July 31, 2015, the Company completed a one-for-eight reverse stock split of its Common Stock (the “Reverse Stock Split”). Accordingly, the Prospectus Supplement is being filed to proportionately reduce the remaining number of shares of common stock issuable pursuant to the 2012 Plan. As a result, as of July 31, 2015, on a post-reverse split basis, the Prospectus Supplement will cover the Shares.

We have acted as your counsel in connection with the preparation of the Registration Statement and the Prospectus Supplement. In so acting, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of such documents as we have considered necessary in order to enable us to render this opinion, including: (i) the Registration Statement, (ii) the Prospectus Supplement, which includes the 2012 Plan, (iii) the Company's Articles of Amendment and Restatement (the “Articles”), (iv) the Company's Amended and Restated By-laws, (v) certain resolutions and minutes of the Board of Directors of the Company relating to the Registration Statement, Prospectus Supplement, the 2012 Plan and the proposed registration, issuance and sale of the Shares under the 2012 Plan (the “Resolutions”), (vi) certificates of public officials and certificates of officers or other representatives of the Company, and (vii) such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinions set forth herein.

In rendering the opinions set forth herein, we have relied, without investigation, on each of the following assumptions: (a) the legal capacity of each natural person to take all actions required of each such person in connection with the Registration Statement, the Prospectus Supplement, the 2012 Plan and the registration, issuance and sale of the Shares; (b) the genuineness of each signature, the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a copy and the authenticity of the original of each document received by us as a copy; (c) as to matters of fact, the truthfulness of the factual statements of the Company made in the Registration Statement, the Prospectus Supplement and the 2012 Plan, and in the certificates of public officials and officers of the Company; and (d) that the total number of shares of Common Stock issued and outstanding after the issuance of any of the Shares will not exceed the number of shares of Common Stock that the Company then has the authority to issue under the Articles.

Based on the foregoing, and subject to the assumptions qualifications and limitations stated herein, we are of the opinion that the Shares have been duly authorized and, when issued and delivered in accordance with the Articles, the Resolutions, the Prospectus Supplement and the 2012 Plan, will be validly issued, fully paid and non-assessable.

We express no opinion as to matters governed by laws of any jurisdiction other than the laws of the State of Maryland and the federal securities laws of the Unites States of America, as in effect on the date hereof.
 
This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

This opinion letter is furnished to you for your benefit in connection with the filing of the Prospectus Supplement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as part of the Registration Statement and to the reference of our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Akerman LLP
 



Exhibit 5.3

[Akerman Letterhead]






July 31, 2015
 
ARMOUR Residential REIT, Inc.
3001 Ocean Drive, Suite 201
Vero Beach, Florida  32963
 
Re:           Common Stock registered under Registration Statement on Form S-3
 
Ladies and Gentlemen:

Reference is made to (1) our opinion dated May 1, 2015 and included as Exhibit 5.1 to the Registration Statement on Form S-3 ASR (Registration No. 333-203813) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on May 1, 2015 by ARMOUR Residential REIT, Inc. (the “Company”) pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and (2) the Company's prospectus supplement filed with the Commission on December 28, 2012 (the “Previous Prospectus Supplement”), pursuant to the requirements of the Securities Act. We are rendering this supplemental opinion in connection with the prospectus supplement dated July 31, 2015 (the “Successor Prospectus Supplement”), relating to 3,750,000 shares of the Company's common stock, par value $0.001 per share (the “Shares”), that may be issued pursuant to the Company's 2013 Dividend Reinvestment and Stock Purchase Plan (the “2013 Plan”).  On July 31, 2015, the Company completed a one-for-eight reverse stock split of its Common Stock (the “Reverse Stock Split”). Accordingly, the Successor Prospectus Supplement is being filed to proportionately reduce the remaining number of shares of Common Stock issuable pursuant to the 2013 Plan. As a result, as of July 31, 2015, on a post-reverse split basis, the Successor Prospectus Supplement will cover the Shares.

We have acted as your counsel in connection with the preparation of the Registration Statement and the Prospectus Supplement. In so acting, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of such documents as we have considered necessary in order to enable us to render this opinion, including: (i) the Registration Statement, (ii) the Successor Prospectus Supplement, which includes the 2013 Plan, (iii) the Company's Articles of Amendment and Restatement (the “Articles”), (iv) the Company's Amended and Restated By-laws, (v) certain resolutions and minutes of the Board of Directors of the Company relating to the Registration Statement, the Successor Prospectus Supplement, the 2013 Plan and the proposed registration, issuance and sale of the Shares under the 2013 Plan (the “Resolutions”), (vi) certificates of public officials and certificates of officers or other representatives of the Company, and (vii) such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinions set forth herein.

In rendering the opinions set forth herein, we have relied, without investigation, on each of the following assumptions: (a) the legal capacity of each natural person to take all actions required of each such person in connection with the Registration Statement, the Successor Prospectus Supplement, the 2013 Plan and the registration, issuance and sale of the Shares; (b) the genuineness of each signature, the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a copy and the authenticity of the original of each document received by us as a copy; (c) as to matters of fact, the truthfulness of the factual statements of the Company made in the Registration Statement, the Successor Prospectus Supplement and the 2013 Plan, and in the certificates of public officials and officers of the Company; and (d) that the total number of shares of Common Stock issued and outstanding after the issuance of any of the Shares will not exceed the number of shares of Common Stock that the Company then has the authority to issue under the Articles.

Based on the foregoing, and subject to the assumptions qualifications and limitations stated herein, we are of the opinion that the Shares have been duly authorized and, when issued and delivered in accordance with the Articles, the Resolutions, the Successor Prospectus Supplement and the 2013 Plan, will be validly issued, fully paid and non-assessable.

We express no opinion as to matters governed by laws of any jurisdiction other than the laws of the State of Maryland and the federal securities laws of the Unites States of America, as in effect on the date hereof.
 
This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

This opinion letter is furnished to you for your benefit in connection with the filing of the Successor Prospectus Supplement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as part of the Registration Statement and to the reference of our firm under the caption “Legal Matters” in the Successor Prospectus Supplement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Akerman LLP




ARMOUR RESIDENTIAL REIT, INC.
ANNOUNCES EFFECTIVENESS OF REVERSE STOCK SPLIT

VERO BEACH, Fla. – July 31, 2015 – ARMOUR Residential REIT, Inc. (NYSE: ARR, ARR PrA and ARR PrB) (“ARMOUR” or the “Company”) today announced the effectiveness of its previously disclosed one-for-eight reverse stock split. Beginning with the opening of trading on Monday, August 3, 2015, the Companys common stock will trade on the NYSE on a reverse split-adjusted basis under the same symbol “ARR,” but with a new CUSIP of 042315 507. As a result of the reverse stock split, the number of outstanding shares of ARMOURs common stock was reduced from approximately 350,000,000 shares to approximately 43,750,000 shares. Concurrently, the number of shares of common stock that ARMOUR has authority to issue was reduced from 1,000,000,000 shares to 125,000,000 shares. After the reverse stock split, approximately 81,250,000 shares of common stock will remain available for future issuances. The par value of ARMOURs common stock will remain at $0.001 per share after the reverse stock split.
No fractional shares were issued in connection with the reverse stock split. Instead, each stockholder holding fractional shares will receive, in lieu of such fractional shares, cash in an amount determined on the basis of the average closing price of ARMOURs common stock on the NYSE for the three consecutive trading days ending on July 31, 2015. Stockholders of record will receive information from Continental Stock Transfer & Trust Company, the Companys transfer agent, regarding their stock ownership and, if applicable, cash in lieu of fractional share payments. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action in connection with the reverse stock split.
About ARMOUR Residential REIT, Inc.
ARMOUR is a Maryland corporation that invests primarily in fixed rate residential, adjustable rate and hybrid adjustable rate mortgage-backed securities issued or guaranteed by U.S. Government-sponsored enterprises, or guaranteed by the Government National Mortgage Association. ARMOUR is externally managed and advised by ARMOUR Capital Management LP, an investment advisor registered with the Securities and Exchange Commission (“SEC”).
Safe Harbor
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. The Company disclaims any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any


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ARMOUR Residential REIT, Inc. Announces Effectiveness of Reverse Stock Split
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July 31, 2015


change in events, conditions or circumstances on which any such statement is based, except as 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 http://www.sec.gov/, or the Company website at http://www.armourreit.com, 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



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