ARMOUR Residential REIT, Inc. Announces One-for-Five Reverse Stock Split, Continued Dividend Rate per Common Share for September 2023 and Stable Q4 Dividend Guidance
29 Août 2023 - 10:15PM
ARMOUR Residential REIT, Inc. (NYSE: ARR and ARR-PRC) (“ARMOUR” or
the “Company”) today announced that its Board of Directors has
approved a reverse stock split of ARMOUR's outstanding shares of
common stock at a ratio of one-for-five and the September 2023
dividend for the Company's Common Stock. The Company today also
announced guidance on common stock dividends for the fourth quarter
of 2023.
One-for-Five Reverse Stock
Split
The reverse stock split is scheduled to take
effect at about 5:00 p.m. Eastern Time on September 29, 2023 (the
"Effective Time"). At the Effective Time, every five issued and
outstanding shares of common stock of the Company will be converted
into one share of common stock of the Company. In addition, at the
Effective Time, the number of authorized shares of common stock
will also be reduced on a one-for-five basis. The par value of each
share of common stock will remain unchanged. Trading in ARMOUR's
common stock on a split adjusted basis is expected to begin at the
market open on October 2, 2023. ARMOUR's common stock will continue
trading on the NYSE under the symbol "ARR" but will be assigned a
new CUSIP number. The Company believes that existing stockholders
will benefit from the ability to attract a broader range of
investors as a result of the reverse stock split and a higher per
share stock price.
As a result of the reverse stock split, the
number of outstanding shares of ARMOUR's common stock as of August
29, 2023, will be reduced from approximately 237,356,720 to
approximately 47,471,344. As discussed further below, the monthly
common dividend rate is expected to remain stable at an adjusted
rate of $0.40 per share. Concurrently, the authorized number of
shares of common stock will be reduced from 450,000,000 to
90,000,000. The number of shares of ARMOUR’s Series C Preferred
Stock outstanding, their preference amount and dividend rate are
not affected by this reverse stock split.
No fractional shares will be issued in
connection with the reverse stock split. Instead, each stockholder
holding fractional shares will be entitled to receive, in lieu of
such fractional shares, cash in an amount determined on the basis
of the average closing price of ARMOUR's common stock on the NYSE
for the three consecutive trading days ending on September 29,
2023. The reverse stock split will apply to all of ARMOUR's
authorized and outstanding shares of common stock as of the
Effective Time. Stockholders of record will be receiving
information from Continental Stock Transfer & Trust Company,
ARMOUR's transfer agent, regarding their stock ownership following
the reverse stock split and cash in lieu of fractional share
payments, if applicable. 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.
September 2023 Common
Stock Dividend Information
The table below contains the information on the
Company’s common stock dividend for September 2023, which continues
the current dividend rate before the reverse stock split becomes
effective.
Month |
|
Dividend |
|
Holder of Record Date |
|
Payment Date |
September 2023 |
|
$0.08 |
|
September 15, 2023 |
|
September 28, 2023 |
|
|
|
|
|
|
|
Q4 2023 Common Stock Dividend
Guidance
The table below contains the Company's guidance
on common stock dividends currently expected following the reverse
stock split.
Month |
|
Dividend |
|
Holder of Record Date |
|
Payment Date |
October 2023 |
|
$0.40 |
|
October 16, 2023 |
|
October 30, 2023 |
November 2023 |
|
$0.40 |
|
November 15, 2023 |
|
November 29, 2023 |
December 2023 |
|
$0.40 |
|
December 15, 2023 |
|
December 28, 2023 |
|
|
|
|
|
|
|
Certain Tax Matters
ARMOUR has elected to be taxed as a real estate
investment trust (“REIT”) for U.S. Federal income tax purposes. In
order to maintain this tax status, ARMOUR is required to timely
distribute substantially all of its ordinary REIT taxable income.
Dividends paid in excess of current tax earnings and profits for
the year will generally not be taxable to common stockholders.
Actual dividends are determined at the discretion of the Company’s
board of directors, which may consider additional factors including
the Company’s results of operations, cash flows, financial
condition and capital requirements as well as current market
conditions, expected opportunities and other relevant factors.
About ARMOUR Residential REIT,
Inc.
ARMOUR invests primarily in fixed rate
residential, adjustable rate and hybrid adjustable rate residential
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 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 www.sec.gov, or the Company website at
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. MountainChief Financial OfficerARMOUR
Residential REIT, Inc.(772) 617-4340
ARMOUR Residential REIT (NYSE:ARR)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
ARMOUR Residential REIT (NYSE:ARR)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025