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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2016
SUBSEQUENT EVENTS
21. SUBSEQUENT EVENTS
Pending Acquisition of Hatteras Financial Corp.

As previously disclosed in a Form 8-K filed with the SEC on April 11, 2016 (the "Merger 8-K"), on April 10, 2016, the Company, Ridgeback Merger Sub Corporation, a wholly-owned subsidiary of the Company ("Purchaser"), and Hatteras Financial Corp. ("Hatteras") entered into an agreement and plan of merger (the "Merger Agreement"), pursuant to which, subject to the terms and conditions contained therein, the Company agreed to acquire Hatteras (the "Hatteras Acquisition"), an externally managed mortgage REIT that invests primarily in single-family residential mortgage real estate assets, for aggregate consideration to Hatteras common shareholders of approximately $1.5 billion based on the closing price of the Company's common stock on April 8, 2016. Approximately 65% of such consideration will be payable in shares of the Company's common stock, and approximately 35% of which will be payable in cash. In addition, as part of the Hatteras Acquisition, each share of Hatteras 7.625% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share ("Hatteras Preferred Share"), that is outstanding as of immediately prior to the completion of the Hatteras Acquisition will be converted into one share of a newly-designated series of the Company's preferred stock, par value $0.01 per share, which the Company expects will be classified and designated as 7.625% Series E Cumulative Redeemable Preferred Stock, and which will have rights, preferences, privileges and voting powers substantially the same as a Hatteras Preferred Share.

The closing of the Hatteras Acquisition is subject to a number of conditions, including the receipt of specified regulatory approvals.
Prior to closing the Hatteras Acquisition, each of Hatteras and the Company will declare a prorated dividend to their respective shareholders with a record and payment date on the last business day prior to the completion of the Hatteras Acquisition. Each of the dividends will be prorated based on the number of days that elapsed since the record date for the most recent quarterly dividend paid to Hatteras and the Company's shareholders, respectively, and the amount of such prior quarterly dividend, as applicable.
 
In connection with the execution of the Merger Agreement, Hatteras and its external manager, Atlantic Capital Advisors LLC, a North Carolina limited liability company ("ACA"), entered into an amendment to the management agreement, dated February 23, 2012, by and between Hatteras and ACA. The amendment provides that upon the completion of the Hatteras Acquisition, the management agreement between Hatteras and ACA will terminate, and as a result of such termination, Hatteras will pay to ACA a termination fee of $45.4 million.

The Hatteras Acquisition is expected to be completed before the end of the third quarter of 2016.

For additional details regarding the terms and conditions of the Merger Agreement and related matters, please refer to the Merger Agreement and the Merger 8-K and the other documentation filed as exhibits thereto. Additional information regarding the transactions contemplated by the Merger Agreement, including associated risks, will be contained in a registration statement on Form S-4 that the Company expects to file with the SEC in connection with the Hatteras Acquisition.