8-K

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): February 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. ☐

Explanatory Note

The purpose of this Current Report on Form 8-K is to file opinions of Hunton Andrews Kurth LLP relating to the legality of Arlington Asset Investment Corp.’s (the “Company”) shares of (i) Class A common stock, par value $0.01 per share, in connection with the Company’s filing of a prospectus supplement dated February 26, 2020 and (ii) 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share, in connection with the Company’s filing of a prospectus supplement dated February 26, 2020. The new prospectus supplements were filed as a result of the Company’s filing with the SEC of a new registration statement on Form S-3, as amended (File No. 333-235885), which became effective on February 20, 2020. A copy of the opinions of Hunton Andrews Kurth LLP are filed herewith as Exhibit 5.1(a) and Exhibit 5.1(b) to this Current Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.The following exhibits are being filed herewith:

Exhibit No.	Description
5.1(a)	Opinion of Hunton Andrews Kurth LLP regarding the legality of the shares of Class A Common Stock.
5.1(b)	Opinion of Hunton Andrews Kurth LLP regarding the legality of the shares of 7.00% Series B Cumulative Redeemable Preferred Stock.
23.1	Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1(a)).
23.2	Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1(b)).

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:  February 26, 2020	By:	/s/ Richard E. Konzmann
	Name:	Richard E. Konzmann
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

EX-5.1(A)

Exhibit 5.1(a)

February 26, 2020	HUNTON ANDREWS KURTH LLP FILE NO: 054521.0000126

Board of Directors

Arlington Asset Investment Corp.

1001 Nineteenth Street North

Arlington, Virginia 22209

Issuance of up to 11,302,160 Shares of Class A Common Stock

Ladies and Gentlemen:

We have acted as special counsel to Arlington Asset Investment Corp., a Virginia corporation (the “Company”), in connection with the issuance and sale by the Company of up to an aggregate of 11,302,160 shares (the “Shares”) of Class A common stock, par value $0.01 per share, of the Company, pursuant to equity distribution agreements, each dated February 22, 2017, each as amended by Amendment No. 1 thereto dated as of August 10, 2018 (collectively, the “Agreements”), by and between the Company and each of JMP Securities LLC, B. Riley FBR, Inc., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. (the “Sales Agents”). The Shares have been registered on a Registration Statement on Form S-3, as amended (File No. 333-235885), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on January 31, 2020, and declared effective by the Commission on February 20, 2020 (the “Registration Statement”).  

In connection with the foregoing, we have examined the following documents:

1. the Amended and Restated Articles of Incorporation of the Company, as amended, as certified by the State Corporation Commission of the Commonwealth of Virginia (the “SCC”) on January 10, 2020, and as certified by the Secretary of the Company on the date hereof;

2. the Amended and Restated Bylaws of the Company, as amended through the date hereof, as certified by the Secretary of the Company on the date hereof;

3. resolutions of the Board of Directors of the Company adopted either at meetings duly called and held or by unanimous written consent on December 16, 2016, October 23, 2017, June 21, 2018, January 6, 2020 and February 3, 2020 (the “Resolutions”), each as certified by the Secretary of the Company as of the date hereof;

ATLANTA   AUSTIN   BANGKOK   BEIJING   BOSTON   BRUSSELS   CHARLOTTE   DALLAS   DUBAI   HOUSTON   LONDON   LOS ANGELES

MIAMI   NEW YORK   NORFOLK   RESEARCH TRIANGLE PARK   RICHMOND   SAN FRANCISCO   THE WOODLANDS   TYSONS   WASHINGTON, DC

Board of Directors

Arlington Asset Investment Corp.

February 26, 2020

Page 2

4. a certificate, dated February 26, 2020, from the SCC as to the Company’s existence and good standing in the Commonwealth of Virginia (the “Virginia Certificate”);

5. a certificate executed by the Secretary of the Company certifying as to certain factual matters as of the date hereof (the “Secretary’s Certificate”);

6. the Registration Statement;

7. the prospectus supplement, dated February 26, 2020, in the form filed with the Commission on February 26, 2020, pursuant to Rule 424(b) promulgated under the Securities Act, together with the base prospectus, dated February 20, 2020 (the “Prospectus”); and

8. an executed copy of each of the Agreements.

For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of documents by the Company and the validity, binding effect and enforceability thereof upon the Company). As to factual matters, we have relied upon the Secretary’s Certificate and upon certificates of public officials.

We do not purport to express an opinion on any laws other than the Virginia Stock Corporation Act, and we base our opinion set forth in Item 1 below solely on our review of the Virginia Certificate.

Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, we are of the opinion that:  

1.The Company is a corporation existing and in good standing under the laws of the Commonwealth of Virginia.  

2.The Company has the corporate power and authority to issue the Shares.

3.The issuance of the Shares has been duly authorized and, when issued and delivered upon payment therefor in accordance with the Registration Statement, the Resolutions and the Agreements, the Shares will be validly issued, fully paid and nonassessable.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Form 8-K”), which is incorporated by reference into the Registration Statement in accordance with the requirements of Form S-3 and the rules and regulations promulgated under the Securities Act.  We consent to the filing of this opinion as Exhibit 5.1 to the Form 8-K and the said incorporation by reference and to the use of the name of our firm in the section entitled “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. The opinions expressed in this letter speak only as of its date. We do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.

Very truly yours,

/s/ Hunton Andrews Kurth LLP

EX-5.1(B)

Exhibit 5.1(b)

February 26, 2020	HUNTON ANDREWS KURTH LLP FILE NO: 054521.0000128

Board of Directors

Arlington Asset Investment Corp.

1001 Nineteenth Street North

Arlington, Virginia 22209

Issuance of up to 1,645,961Shares of 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock

Ladies and Gentlemen:

We have acted as special counsel to Arlington Asset Investment Corp., a Virginia corporation (the “Company”), in connection with the issuance and sale by the Company of up to an aggregate of 1,645,961 shares (the “Shares”) of 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share, of the Company (the “Series B Preferred Stock”), pursuant to an amended and restated equity distribution agreement, dated March 21, 2019 (the “Agreement”), by and among the Company and JonesTrading Institutional Services LLC, B. Riley FBR, Inc. and Ladenburg Thalmann & Co. Inc. (collectively, the “Sales Agents”). The Shares have been registered on a Registration Statement on Form S-3, as amended (File No. 333-235885), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on January 31, 2020, and declared effective by the Commission on February 20, 2020 (the “Registration Statement”).  

In connection with the foregoing, we have examined the following documents:

1. the Amended and Restated Articles of Incorporation of the Company, as amended, as certified by the State Corporation Commission of the Commonwealth of Virginia (the “SCC”) on January 10, 2020, and as certified by the Secretary of the Company on the date hereof;

2. the Amended and Restated Bylaws of the Company, as amended through the date hereof, as certified by the Secretary of the Company on the date hereof;

3. resolutions of the Board of Directors of the Company adopted either at meetings duly called and held or by unanimous written consent on April 24, 2017, January 6, 2020 and February 3, 2020 (the “Resolutions”), each as certified by the Secretary of the Company as of the date hereof;

ATLANTA   AUSTIN   BANGKOK   BEIJING   BOSTON   BRUSSELS   CHARLOTTE   DALLAS   DUBAI   HOUSTON   LONDON   LOS ANGELES

MIAMI   NEW YORK   NORFOLK   RESEARCH TRIANGLE PARK   RICHMOND   SAN FRANCISCO   THE WOODLANDS   TYSONS   WASHINGTON, DC

Board of Directors

Arlington Asset Investment Corp.

February 26, 2020

Page 2

4. a certificate, dated February 26, 2020, from the SCC as to the Company’s existence and good standing in the Commonwealth of Virginia (the “Virginia Certificate”);

5. a certificate executed by the Secretary of the Company certifying as to certain factual matters as of the date hereof (the “Secretary’s Certificate”);

6. the Registration Statement;

7. the prospectus supplement, dated February 26, 2020, in the form filed with the Commission on February 26, 2020, pursuant to Rule 424(b) promulgated under the Securities Act, together with the base prospectus, dated February 20, 2020 (the “Prospectus”);

8. an executed copy of the Agreement; and

9. the form of certificate representing a share of Series B Preferred Stock, as certified by the Secretary of the Company on the date hereof.

For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of documents by the Company and the validity, binding effect and enforceability thereof upon the Company). As to factual matters, we have relied upon the Secretary’s Certificate and upon certificates of public officials.

We do not purport to express an opinion on any laws other than the Virginia Stock Corporation Act, and we base our opinion set forth in Item 1 below solely on our review of the Virginia Certificate.

Board of Directors

Arlington Asset Investment Corp.

February 26, 2020

Page 3

Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, we are of the opinion that:  

1.The Company is a corporation existing and in good standing under the laws of the Commonwealth of Virginia.  

2.The Company has the corporate power and authority to issue the Shares.

3.The issuance of the Shares has been duly authorized and, when issued and delivered upon payment therefor in accordance with the Registration Statement, the Resolutions and the Agreement, the Shares will be validly issued, fully paid and nonassessable.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Form 8-K”), which is incorporated by reference into the Registration Statement in accordance with the requirements of Form S-3 and the rules and regulations promulgated under the Securities Act.  We consent to the filing of this opinion on the date hereof as Exhibit 5.1 to the Form 8-K and the said incorporation by reference and to the use of the name of our firm in the section entitled “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. The opinions expressed in this letter speak only as of its date. We do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.

Very truly yours,

/s/ Hunton Andrews Kurth LLP