AAIC-C Arlington Asset Investment Corp

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A/A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

ARLINGTON ASSET INVESTMENT CORP.

(EF Merger Sub Inc., as successor by merger to Arlington Asset Investment Corp.)

(Exact name of registrant as specified in its charter)

 

 

Virginia		54-1873198
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
53 Forest Avenue Old Greenwich, Connecticut		06870
(Address of principal executive offices)		(Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:   Title of each class to be so registered		Name of each exchange on which each class is to be registered
Rights to Purchase Series A Junior Preferred Stock		New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): Not Applicable

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

EXPLANATORY NOTE

 

This Form 8-A/A amends and supplements the Form 8-A filed by the registrant, dated June 5, 2009 (the “Original 8-A”), as amended by the Form 8-A/A filed by the registrant, dated April 13, 2018, and the Form 8-A/A filed by the registrant, dated April 11, 2022, to reflect the expiration of the preferred share purchase rights of the registrant registered on the Original 8-A.

 

Item 1. Description of Registrant’s Securities to be Registered.

 

Item 1 of the Original 8-A is amended by substituting the following:

 

On June 1, 2009, the Board of Directors (the “Board”) of Arlington Asset Investment Corp., a Virginia corporation, formerly known as Friedman, Billings, Ramsey Group, Inc. (the “Company”), adopted a rights agreement and declared a dividend, payable to shareholders of record as of the close of business on June 5, 2009, of one preferred share purchase right (“Right”) for each outstanding share of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”), and Class B common stock, par value $0.01 per share (“Class B common stock”), with such Rights originally to expire on June 4, 2019. The description and terms of the Rights are set forth in a Rights Agreement, dated as of June 5, 2009 (the “Original Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. On April 9, 2018, the Board approved and the Company adopted a First Amendment to the Original Rights Agreement (the “First Amendment”). The First Amendment extended the expiration date of the Rights until June 4, 2022. No shareholder approval was required for adoption of the First Amendment and the Company’s shareholders approved the First Amendment at the 2018 annual meeting of shareholders. On April 11, 2022, the Board approved and the Company adopted a Second Amendment (the “Second Amendment”) to the Original Rights Agreement. The Second Amendment extended the expiration date of the Rights until June 4, 2025. No shareholder approval was required for adoption of the Second Amendment and the Company’s shareholders approved the Second Amendment at the 2022 annual meeting of shareholders.

 

On December 14, 2023, the Company entered into the Third Amendment (the “Third Amendment”) to the Original Rights Agreement (as amended by the First Amendment, the Second Amendment and the Third Amendment, together, the “Rights Agreement”), with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as rights agent. The Third Amendment accelerates the expiration of the Rights under the Rights Agreement by amending the definition of “Final Expiration Date” to mean 9:00 a.m., Eastern Time, on December 14, 2023. Consequently, the Rights Agreement terminated at that time. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company’s Class A common stock and Class B common stock pursuant to the Rights Agreement expired. No shareholder approval is required for adoption of the Third Amendment.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Rights Agreement, the First Amendment, the Second Amendment and the Third Amendment, which are filed as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this registration statement.

 

Item 2. Exhibits.

 

4.1	Rights Agreement, dated as of June 5, 2009, between the Company and American Stock Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 5, 2009).
4.2	First Amendment to Rights Agreement, dated as of April 13, 2018, between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on April 13, 2018).
4.3	Second Amendment to Rights Agreement, dated as of April 11, 2022, between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on April 12, 2022).
4.4	Third Amendment to Rights Agreement, dated as of December 14, 2023, between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC).*

 

*Filed herewith.

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

		EF MERGER SUB INC.
		(as successor by merger to Arlington Asset Investment Corp.)
Date:  December 15, 2023
	By:	/s/ Laurence Penn
	Name:	Laurence Penn
	Title:	Chief Executive Officer and President

 

 

 

Exhibit 4.4

 

THIRD AMENDMENT

TO

RIGHTS AGREEMENT

 

THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this “Third Amendment”), is made as of this 14^th day of December, 2023 between ARLINGTON ASSET INVESTMENT CORP., a Virginia corporation formerly known as Friedman, Billings, Ramsey Group, Inc. (the “Company”), and EQUINITI TRUST COMPANY, LLC, a New York limited liability company formerly known as American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

 

RECITALS

 

A.            The Company and the Rights Agent are parties to that certain Rights Agreement, dated as of June 5, 2009, as amended by that certain First Amendment to the Rights Agreement, between the Company and the Rights Agent, dated as of April 13, 2018, and that certain Second Amendment to the Rights Agreement, dated as of April 11, 2022 (as so amended, the “Rights Agreement”).

 

B.            Pursuant to Section 26 of the Rights Agreement, prior to the Distribution Date, the Company may, in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of Rights, with any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. The Distribution Date has not yet occurred.

 

C.            This Third Amendment is being adopted substantially concurrently with the completion of the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger, dated May 29, 2023, by and among the Company, Ellington Financial Inc., a Delaware corporation, EF Merger Sub Inc., a Virginia corporation, and, solely for the limited purposes set forth therein, Ellington Financial Management LLC, a Delaware limited liability company.

 

D.            In connection with the Merger, the Board of Directors of the Company has determined that it is in the best interest of the Company to amend the Rights Agreement as provided in this Third Amendment.

 

E.            The Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company stating that this Third Amendment complies with Section 26 of the Rights Agreement.

 

F.            The Company and the Rights Agent desire to amend the Rights Agreement to accelerate the expiration date of the Rights.

 

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:

 

1.            Definitions. Except as otherwise set forth in this Third Amendment, each capitalized term used in this Third Amendment shall have the meaning for such term set forth in the Rights Agreement.

 

2.            Definition of “Agreement”. From and after the date hereof all references in the Rights Agreement to the “Agreement” shall mean and refer to the Rights Agreement as modified by this Third Amendment.

 

3.            Definition of “Expiration Date”. Section 1(x) of the Rights Agreement is hereby amended by deleting the reference to “the final date of the Company’s 2022 annual meeting of shareholders” and replacing it with a reference to “9:00 a.m., New York City time, on December 14, 2023, to coincide with the closing of the Merger.”

 

4.            Definition of “Final Expiration Date”. Section 1(y) of the Rights Agreement is hereby amended by deleting the reference to “June 4, 2025” and replacing it with a reference to “9:00 a.m., New York City time, on December 14, 2023, to coincide with the closing of the Merger.”

 

5.            Form of Rights Certificate. Exhibit B to the Rights Agreement is hereby amended as follows:

 

a.

By deleting each reference to “June 4, 2025” included in Exhibit B and replacing it with reference to “December 14, 2023.”

 

6.            Summary of Rights. Exhibit C to the Rights Agreement is hereby amended as follows:

 

a.

By deleting the reference to “June 4, 2025” and replacing it with a reference to “December 14, 2023.”

 

b.

By deleting reference to “June 4, 2022” and replacing it with reference to “December 14, 2023.”

 

7.            Ratification of Agreement. Except as specifically modified by this Third Amendment, the Rights Agreement remains in full force and effect and is hereby ratified, confirmed and reaffirmed for all purposes and in all respects.

 

8.            Counterparts. This Third Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute but one original; provided, however, this Third Amendment shall not be effective unless and until signed by the Company and the Rights Agent.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed, all as of the day and year first above written.

 

	Company:
	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 Third Amendment to the Rights Agreement]

 

 

	Rights Agent:
	EQUINITI TRUST COMPANY, LLC
	By:	/s/ Adam E. Burke
	Name:	Adam E. Burke
	Title:	EVP, Chief Customer Officer

 

[Signature Page to Third Amendment to the Rights Agreement]

 

 

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