1 - Organization
to “we,” “us,” “our,”
“JAVELIN” or the “Company” are to
JAVELIN Mortgage Investment Corp. References to
“Manager” or “ARRM” are to ARMOUR
Residential Management LLC, a Delaware limited liability
company and the external manager of JAVELIN.
were organized in the state of Maryland on June 18, 2012.
On June 21, 2012, an initial capital contribution of
$1,000 was made to us and we issued 50 shares of common
stock. On September 24, 2012, we filed Articles of Amendment
and Restatement with the Maryland Department of Assessments
and Taxation, which increased our authorized shares. Under
our charter, as of September 30, 2012, we are authorized to
issue up to 250,000,000 shares of common stock, par value
$0.001 per share, and up to 25,000,000 shares of preferred
stock, par value $0.001 per share. As of September
30, 2012, we have not commenced operations. We
have selected December 31 as our fiscal year-end.
Note 3, “Subsequent events” for a description of
our initial public offering of common stock (the
“IPO”) and concurrent private placement of common
stock (the “Private Placement”).
will be externally managed by ARRM, an investment advisor
registered with the Securities and Exchange Commission
(“SEC”). ARRM is also the external manager of
ARMOUR Residential REIT, Inc. (“ARMOUR”), a
publicly traded REIT, which invests in and manages a
leveraged portfolio of hybrid adjustable rate, adjustable
rate and fixed rate Agency Securities. Our executive officers
also serve as the executive officers of ARMOUR.
will be subject to the risks involved with real estate and
real estate-related debt instruments. These
include, among others, the risks normally associated with
changes in the general economic climate, changes in the
mortgage market, changes in tax laws, interest rate levels
and the availability of financing. We intend to
qualify as a real estate investment trust (a
“REIT”) under the Internal Revenue Code of 1986,
as amended, commencing with our taxable period ending
December 31, 2012. As a REIT, we will generally
not be subject to corporate income taxes on taxable income
distributed to stockholders. In order to maintain
our tax status as a REIT, we plan to distribute at least 90%
of our net taxable income to our stockholders.