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 15, 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

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 15, 2021, Arlington Asset Investment Corp. (the “Company”), a Virginia corporation, completed an underwritten public offering of $33,500,000 aggregate principal amount of the Company’s 6.000% Notes due 2026 (the “Notes”). The Notes were issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-235885) (the “Registration Statement”). The offering was made pursuant to the prospectus supplement, dated July 7, 2021, and the accompanying prospectus, dated February 20, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”).

The Notes were issued pursuant to the provisions of an Indenture dated January 10, 2020 (the “Base Indenture”) between the Company and The Bank of New York Mellon (the “Trustee”), as supplemented by the First Supplemental Indenture dated July 15, 2021 (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”) between the Company and the Trustee.

The Notes are senior unsecured obligations of the Company and rank equally with all of the Company’s other existing and future senior unsecured indebtedness and will be senior to its existing and any future indebtedness expressly made subordinate to the Notes. The Notes are effectively subordinated to all of the Company’s existing and future secured indebtedness, including all of its obligations under repurchase agreements (to the extent of the value of the assets securing such indebtedness) and structurally subordinated to all existing and future indebtedness (including trade payables) and preferred equity of the Company’s subsidiaries, financing vehicles or similar facilities.  Interest on the Notes will accrue from July 15, 2021 and will be paid quarterly in arrears on February 1, May 1, August 1 and November 1 of each year, commencing on November 1, 2021. The Notes will mature on August 1, 2026. The Company may redeem the Notes in whole or in part on or after August 1, 2023, at its option at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption.

If an event of default (as defined in the Indenture) occurs and has not been cured, the Trustee by notice to the Company, or the holders of at least 25% in aggregate principal amount of the Notes then outstanding by notice to the Company and the Trustee, may declare the entire principal amount of, and all accrued and unpaid interest on, all the Notes to be immediately payable.

The foregoing descriptions of the material terms of the Base Indenture, the Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the Base Indenture, the Supplemental Indenture and the form of the Notes, copies of which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, and are hereby incorporated herein by reference.

The legal opinions of Hunton Andrews Kurth LLP are attached as Exhibit 5.1 and Exhibit 8.1 hereto.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.  

The information regarding the Notes and the Indenture set forth in Item 1.01 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1 Indenture governing the Senior Debt Securities, dated January 10, 2020, by and between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No. 333-235885) filed on January 10, 2020).

4.2 First Supplemental Indenture, dated July 15, 2021, between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form 8-A filed on July 15, 2021).

4.3 Form of 6.000% Senior Notes Due 2026 (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form 8-A filed on July 15, 2021).

5.1 Opinion of Hunton Andrews Kurth LLP regarding the legality of the Notes.

8.1 Tax Opinion of Hunton Andrews Kurth LLP regarding tax matters.

23.1 Consent of Hunton Andrews Kurth LLP to the filing of Exhibit 5.1 herewith (included in Exhibit 5.1).

23.2 Consent of Hunton Andrews Kurth LLP to the filing of Exhibit 8.1 herewith (included in Exhibit 8.1).

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 15, 2021	By:	/s/ D. Scott Parish
	Name:	D. Scott Parish
	Title:	Senior Vice President, Chief Administrative Officer and Corporate Secretary

EX-5.1

Exhibit 5.1

	HUNTON ANDREWS KURTH LLP FILE NO: 054521.0000145
July 15, 2021

Board of Directors

Arlington Asset Investment Corp.

1001 Nineteenth Street North

Arlington, Virginia 22209

Issuance of up to $38,500,000 aggregate principal amount of 6.000% Senior Notes due 2026

Ladies and Gentlemen:

We have acted as counsel to Arlington Asset Investment Corp., a Virginia corporation (the “Company”), in connection with the issuance and sale by the Company, in an underwritten public offering, of an aggregate principal amount of up to $38,500,000 of the Company’s 6.000% Senior Notes due 2026 (the “Notes,” which includes up to an additional $5,000,000 aggregate principal amount of the Notes that may be issued pursuant to the underwriters’ option to purchase additional Notes), pursuant to an underwriting agreement, dated July 7, 2021, (the “Underwriting Agreement”), by and among the Company and the several underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. is acting as representative. The Notes are to be issued pursuant to the provisions of an indenture dated as of January 10, 2020, as heretofore supplemented (the “Base Indenture”) between the Company and The Bank of New York Mellon (the “Trustee”), as supplemented by a First Supplemental Indenture dated as of July 15, 2021, between the Company and the Trustee (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes 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 June 9, 2021, 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;

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.

July 15, 2021

Page 2

3. resolutions of the Board of Directors of the Company (the “Board”) adopted either at meetings duly called and held or by unanimous written consent on January 6, 2020 and July 1, 2021, with respect to, among other things, the issuance, sale and due authorization of the Notes and the formation of a pricing committee of the Board (the “Pricing Committee”) in connection therewith (the “Board Resolutions”), and resolutions of the Pricing Committee, adopted at a meeting held on July 7, 2021, with respect to the pricing of the issuance of the Notes (the “Pricing Committee Resolutions,” and together with the Board Resolutions, the “Resolutions”), each as certified by the Secretary of the Company as of the date hereof;

4. a certificate, dated July 15, 2021, 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 preliminary prospectus supplement, dated July 6, 2021, in the form filed with the Commission on July 6, 2021, pursuant to Rule 424(b) promulgated under the Securities Act, together with the base prospectus dated February 20, 2020 (collectively, the “Preliminary Prospectus”) and the Pricing Term Sheet filed with the Commission as a free writing prospectus on July 8, 2021;

8. the final prospectus supplement, dated July 7, 2021, as filed with the Commission on July 8, 2021 pursuant to Rule 424(b) promulgated under the Securities Act, together with the base prospectus dated February 20, 2020 (collectively, the “Prospectus”);

9. an executed copy of the Underwriting Agreement;

10. an executed copy of the Indenture; and

11. the form of Global Note.

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

Board of Directors

Arlington Asset Investment Corp.

July 15, 2021

Page 3

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 Notes.

3.The issuance of the Notes has been duly authorized and, when authenticated by the Trustee in the manner provided in the Indenture and delivered to and paid for by the Underwriters in accordance with the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, under applicable laws of the State of New York.

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.

Board of Directors

Arlington Asset Investment Corp.

July 15, 2021

Page 4

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-8.1

Exhibit 8.1

	Hunton Andrews Kurth LLP File No: 54521.145
July 15, 2021

Arlington Asset Investment Corp.

6862 Elm Street, Suite 320

McLean, VA 22101

Arlington Asset Investment Corp.

Qualification as

Real Estate Investment Trust

Ladies and Gentlemen:

We have acted as special tax counsel to Arlington Asset Investment Corp., a Virginia corporation (the “Company”), in connection with the offer and sale of $33,500,000 principal amount of its 6.000% Senior Notes due 2026, pursuant to a preliminary prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2021 and a final prospectus supplement filed with the SEC on July 8, 2021 (together, the “Prospectus Supplement”), to a prospectus, filed on January 31, 2020 (the “Prospectus”), as part of a registration statement on Form S-3/A (File No. 333-235885), filed with the SEC on January 31, 2020 and declared effective by the SEC on February 20, 2020 (the “Registration Statement”).  You have asked for our opinion regarding certain U.S. federal income tax matters.

In giving this opinion letter, we have examined, and with your consent, relied upon, the following:

1. the Registration Statement, the Prospectus, and the Prospectus Supplement;

2. the Amended and Restated Articles of Incorporation of the Company, as amended through the date hereof, as certified by the Commonwealth of Virginia State Corporation Commission on July 13, 2018 and by the Secretary of the Company on the date hereof;

3. the Articles of Amendment and Restatement of FBR REIT Asset Trust (“Rosslyn REIT”) filed with the Department of Assessments and Taxation of the State of Maryland and the Articles Supplementary thereto, each dated January 22, 2008, the Articles of Revival, filed on September 9, 2011, the Articles of Amendment, dated January 9, 2014, changing the name to “Rosslyn REIT Trust” and the Articles of Dissolution, dated June 24, 2019;

ATLANTA   AUSTIN   BANGKOK   BEIJING   BOSTON   BRUSSELS   CHARLOTTE   DALLAS   DUBAI   HOUSTON   LONDON

LOS ANGELES   MIAMI   NEW YORK   NORFOLK   RICHMOND   SAN FRANCISCO   THE WOODLANDS   TOKYO   TYSONS   WASHINGTON, DC

www.HuntonAK.com

Arlington Asset Investment Corp.

July 15, 2021

Page 2

4. an earnings and profits study obtained by the Company from nationally recognized accountants;

5. the Underwriting Agreement; and

6. such other documents as we have deemed necessary or appropriate for purposes of this opinion.

In connection with the opinions rendered below, we have assumed, with your consent, that:

1.each of the documents referred to abovehas been duly authorized, executed, and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended;

2.during its taxable year ending December 31, 2021, and future taxable years, the Company has operated and will operate in a manner that will make the factual representations contained in a certificate, dated the date hereof and executed by a duly appointed officer of the Company (the “Officer’s Certificate”) true for such years;

3.the Company will not make any amendments to its organizational documents after the date of this opinion that would adversely affect its qualification as a real estate investment trust (a “REIT”) for any taxable year; and

4.no action will be taken by the Company after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based.

In connection with the opinions rendered below, we also have relied upon the correctness of the factual representations and covenants contained in the Officer’s Certificate and in a certificate, dated January 10, 2020 and executed by a duly appointed officer of the Company as the successor-in-interest to Rosslyn REIT (together, the “Officer’s Certificates”) and the factual matters discussed in the Registration Statement that relate to the Company’s status as a REIT.  We are not aware of any facts that are inconsistent with the representations contained in the Officer’s Certificates.  Where the factual representations in the Officer’s Certificate involve terms defined in the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations thereunder (the “Regulations”), published rulings of the Internal Revenue Service (the “Service”), or other relevant authority, we have reviewed with the individual making such representations the relevant provisions of the Code, the applicable Regulations, the published rulings of the Service, and other relevant authority.

Based solely on the documents and assumptions set forth above, the representations set forth in the Officer’s Certificates, and the discussions in the Prospectus Supplement under the caption “Supplemental U.S. Federal Income Tax Considerations” and in

Arlington Asset Investment Corp.

July 15, 2021

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the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” (which are incorporated herein by reference), we are of the opinion that:

(a)the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2019 through December 31, 2020, and the Company’s organization and current and proposed method of operation will enable it to continue to qualify as a REIT under the Code for its taxable year ending December 31, 2021 and thereafter; and

(b)the descriptions of the law and the legal conclusions in the Prospectus Supplement under the caption “Supplemental U.S. Federal Income Tax Considerations” and in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” are correct in all material respects.

We will not review on a continuing basis the Company’s compliance with the documents or assumptions set forth above, or the representations set forth in the Officer’s Certificates.  Accordingly, no assurance can be given that the actual results of the Company’s operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT.  Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel, we have not undertaken an independent investigation of all the facts referred to in this letter or the Officer’s Certificates.  

The foregoing opinions are based on current provisions of the Code and the Regulations, published administrative interpretations thereof, and published court decisions.  The Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification.  No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT.

The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other U.S. federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality.  We undertake no obligation to update the opinions expressed herein after the date of this letter.  This opinion letter speaks only as of the date hereof.  Except as provided in the next paragraph, this opinion letter may not be distributed, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our express written consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  We also consent to the references to Hunton Andrews Kurth LLP under the caption “Material U.S. Federal Income Tax Considerations” in the Prospectus.  In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of

Arlington Asset Investment Corp.

July 15, 2021

Page 4

the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the SEC.

Very truly yours,

/s/ Hunton Andrews Kurth LLP

XML

Document and Entity Information	Jul. 15, 2021
Statement [Table]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 15, 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