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): July 21, 2021

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	AAIC	NYSE
7.00% Series B Cumulative Perpetual Redeemable Preferred Stock	AAIC PrB	NYSE
8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	AAIC PrC	NYSE
6.625% Senior Notes due 2023	AIW	NYSE
6.75% Senior Notes due 2025	AIC	NYSE
6.000% Senior Notes due 2026	AAIN	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 1.01. Entry into a Material Definitive Agreement.

On July 21, 2021, Arlington Asset Investment Corp. (the “Company”) entered into an amendment (the “Amendment”) to the amended and restated equity distribution agreement dated March 21, 2019 (the “Original Equity Distribution Agreement” and, as amended by the Amendment, the “Equity Distribution Agreement”), with JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. (the “Agents”).

Pursuant to the Equity Distribution Agreement, the Company will pay each Agent a commission up to 3.0% of the gross proceeds of the sale of shares pursuant to the Equity Distribution Agreement by such Agent.

The foregoing description of the Equity Distribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Equity Distribution Agreement, attached as Exhibit 1.1 and Exhibit 1.2 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 Amended and Restated Equity Distribution Agreement, dated March 21, 2019, by and among the Company and JonesTrading Institutional Services LLC, B. Riley FBR, Inc., Compass Point Research & Trading, LLC and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on March 21, 2019).

1.2 Amendment No. 1 to the Amended and Restated Equity Distribution Agreement, dated as of July 21, 2021, by and among Arlington Asset Investment Corp. and JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 21, 2021	By:	/s/ D. Scott Parish
	Name:	D. Scott Parish
	Title:	Senior Vice President, Chief Administrative Officer and Corporate Secretary

EX-1.2

Exhibit 1.2

AMENDMENT NO. 1 TO

AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT DATED MARCH 21, 2019

July 21, 2021

JonesTrading Institutional Services LLC

757 3rd Avenue

New York, New York 10017

Ladenburg Thalmann & Co. Inc.

640 5th Avenue, 4th Floor

New York, New York 10019

Ladies and Gentlemen:

Arlington Asset Investment Corp., a Virginia corporation (the “Company”), and JonesTrading Institutional Services LLC,  B. Riley FBR, Inc. and Ladenburg Thalmann & Co. Inc. are parties to that certain Amended and Restated Equity Distribution Agreement dated as of March 21, 2019 (the “Original Agreement”). In accordance with Section 12(c) of the Original Agreement, (1) Compass Point Research & Trading, LLC was terminated as a party to the Original Agreement pursuant to a termination letter dated February 25, 2020 and (2) B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) was terminated as a party to the Original Agreement pursuant to a termination letter dated July 21, 2021. All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.Amendments to the Original Agreement. The Original Agreement is amended as follows, effective as of the date hereof.

(a)The preamble of the Original Agreement is hereby deleted and replaced with the following to remove Compass Point Research & Trading, LLC and B. Riley Securities, Inc. as parties:

Arlington Asset Investment Corp., a Virginia corporation (the “Company”), and JonesTrading Institutional Services LLC (“JonesTrading”) are parties to that certain Equity Distribution Agreement, dated May 16, 2017 (the “Original Agreement”). Together with Ladenburg Thalmann & Co. Inc. (“Ladenburg”; each of JonesTrading and Ladenburg individually a “Placement Agent” and collectively, the “Placement Agents”), the Company and the Placement Agents desire to amend and restate the Original Agreement with this agreement (the “Agreement”), and hereby agree as follows:

(b)Exhibit C to the Original Agreement is hereby deleted and replaced in its entirety with the exhibit set forth as Exhibit C hereto.

SECTION 2.No Other Amendments. Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

SECTION 3.Entire Agreement; Amendment; Severability. This Amendment No. 1 to the Original Agreement together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, between the parties hereto with regard to the subject matter hereof.

SECTION 4.Prospectus Supplement. The Company agrees to file with the Commission pursuant to Rule 424(b) under the Securities Act a Supplement to the Prospectus Supplement reflecting this Amendment No. 1 to the Original Agreement within two Business Days of the date hereof.

SECTION 5.Counterparts. This Amendment No. 1 to the Original Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission.

[Signature Page Follows]

2

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement by and between the Placement Agent and the Company in accordance with its terms.

Very truly yours,

ARLINGTON ASSET INVESTMENT CORP.

By: /s/ Richard E. Konzmann___________________

Name: Richard E. Konzmann

Title: Executive Vice President, Chief Financial Officer and Treasurer

Signature Page to Amendment No 1. to Amended and Restated Equity Distribution Agreement

CONFIRMED AND ACCEPTED, as of the date first above written:

JONESTRADING INSTITUTIONAL SERVICES LLC

By  /s/ Burke Cook________________________

Authorized Signatory

LADENBURG THALMANN & CO. INC.

By  /s/ Steve Kaplan_______________________

Authorized Signatory

Signature Page to Amendment No. 1 to Amended and Restated Equity Distribution Agreement

EXHIBIT C

COMPENSATION

The Placement Agents shall be paid compensation up to 3.0% of the gross proceeds from the sales of Shares.

XML

Document and Entity Information	Jul. 21, 2021
Statement [Table]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 21, 2021
Entity Registrant Name	ARLINGTON ASSET INVESTMENT CORP.
Entity Central Index Key	0001209028
Entity Incorporation State Country Code	VA
Entity File Number	001-34374
Entity Tax Identification Number	54-1873198
Entity Address Address Line One	6862 Elm Street
Entity Address, Address Line Two	Suite 320
Entity Address City Or Town	McLean
Entity Address State Or Province	VA
Entity Address Postal Zip Code	22101
City Area Code	703
Local Phone Number	373-0200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Class A Common Stock
Statement [Table]
Title of 12(b) Security	Class A Common Stock
Trading Symbol	AAIC
Security Exchange Name	NYSE
7.00% Series B Cumulative Perpetual Redeemable Preferred Stock
Statement [Table]
Title of 12(b) Security	7.00% Series B Cumulative Perpetual Redeemable Preferred Stock
Trading Symbol	AAIC PrB
Security Exchange Name	NYSE
8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Statement [Table]
Title of 12(b) Security	8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Trading Symbol	AAIC PrC
Security Exchange Name	NYSE
6.625% Senior Notes due 2023
Statement [Table]
Title of 12(b) Security	6.625% Senior Notes due 2023
Trading Symbol	AIW
Security Exchange Name	NYSE
6.75% Senior Notes due 2025
Statement [Table]
Title of 12(b) Security	6.75% Senior Notes due 2025
Trading Symbol	AIC
Security Exchange Name	NYSE
6.000% Senior Notes due 2026
Statement [Table]
Title of 12(b) Security	6.000% Senior Notes due 2026
Trading Symbol	AAIN
Security Exchange Name	NYSE