FWP 1 january2020seriescfwp.htm FWP Document


Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-224469
Relating to the Preliminary Prospectus
Supplement, dated January 23, 2020

ARMOUR RESIDENTIAL REIT, INC.
7.00% Series C Cumulative Redeemable Preferred Stock
(Liquidation Preference $25.00 Per Share)

Final Pricing Term Sheet
January 23, 2020
Issuer
 
ARMOUR Residential REIT, Inc.
Securities Offered
 
7.00% Series C Cumulative Redeemable Preferred Stock
Shares Offered
 
3,000,000 shares
Over-allotment option
 
450,000 shares
Trade date
 
January 24, 2020
Settlement and delivery date
 
January 28, 2020 (T+2)
Public offering price
 
$25.00 liquidation preference per share; $75,000,000 in aggregate liquidation preference (assuming the over-allotment option is not exercised)
Underwriting discount
 
$0.7875 per share; $2,362,500 total (assuming the over-allotment option is not exercised)
Net proceeds to the Issuer, before expenses
 
$24.2125 per share; $72,637,500 total (assuming the over-allotment option is not exercised)
Dividend rate
 
7.00%
Dividend payment date
 
The 27th day of each month (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day), commencing on February 27, 2020.
Dividend record date
 
The 15th day of each month; the first dividend record date will be February 15, 2020.
Liquidation preference
 
$25.00 per share
Optional redemption date
 
On or after January 28, 2025
Conversion rights
 
Share Cap; 2.613696

Exchange Cap: Subject to certain adjustments, the Exchange Cap will not exceed 7,841,088 shares of the Issuer’s common stock (or equivalent alternative conversion consideration, as applicable), subject to proportionate increase to the extent the underwriters’ over-allotment option to purchase additional shares of Series C Preferred Stock is exercised, not to exceed 9,017,251 shares of the Issuer's common stock in total (or equivalent cash, securities or other property or assets (including any combination thereof), as applicable).
NYSE listing symbol
 
ARR PC
CUSIP
 
042315 606
ISIN
 
US0423156068
Joint-Book Running Managers
 
B. Riley FBR, Inc.
Janney Montgomery Scott LLC
Ladenburg Thalmann & Co. Inc.
William Blair & Company, L.L.C.
Co-Managers
 
Boenning & Scattergood, Inc.
BUCKLER Securities LLC
Incapital LLC
National Securities Corporation
Wedbush Securities Inc.

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The issuer has filed a registration statement, including a base prospectus dated April 26, 2018 and a preliminary prospectus supplement, dated January 23, 2020, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC's Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request them from B. Riley FBR, Inc. by calling (703) 312-9580 or by emailing prospectuses@brileyfbr.com.


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