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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2016
SUBSEQUENT EVENTS
21.  SUBSEQUENT EVENTS
Acquisition of Hatteras Financial Corp.
 
As previously disclosed in the Company’s filings with the SEC, on July 12, 2016 the Company completed its acquisition of Hatteras Financial Corp. (“Hatteras” and such acquisition, 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. The Company issued 93.9 million shares of common shares as part of the consideration for the Hatteras Acquisition.

On July 11, 2016 the Company obtained a controlling financial interest in Hatteras as 74.12% of Hatteras’ outstanding shares were validly tendered and not validly withdrawn from the Offer. In accordance with Maryland law, the Merger was consummated on July 12, 2016 and Hatteras became a wholly owned subsidiary of the Company. 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 was outstanding as of immediately prior to the completion of the Hatteras Acquisition was converted into one share of a newly-designated series of the Company’s preferred stock, par value $0.01 per share, which the Company classified and designated as 7.625% Series E Cumulative Redeemable Preferred Stock, and which has rights, preferences, privileges and voting powers substantially the same as a Hatteras Preferred Share.

Prior to closing the Hatteras Acquisition, each of Hatteras and the Company declared a prorated dividend to their respective shareholders with a record date of July 11, 2016. Each of the dividends was 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 addition, in connection with the closing of the Hatteras Acquisition, the management agreement between Hatteras and its external manager, Atlantic Capital Advisors LLC (“ACA”) terminated, and as a result of such termination, Hatteras paid ACA a termination fee of $45.4 million.

Hatteras’ portfolio of adjustable rate mortgage-backed securities is expected to be complementary to the Company’s existing portfolio which is comprised primarily of fixed rate-mortgage-backed securities, the combined capital base is expected to support continued growth of the Company’s businesses and the acquisition is expected to create efficiency and growth opportunities.

Under the acquisition method of accounting, merger-related transaction costs (such as advisory, legal, valuation and other professional fees) are not included as components of consideration transferred but are expensed in the periods in which the costs are incurred. Transaction costs of $2.2 million were incurred during the six months ended June 30, 2016 and were included in other general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). Also, in connection with the Hatteras Acquisition, the Company entered into consulting agreements with certain former employees of Hatteras. The consulting agreements provide for monthly consulting fees totaling $0.7 million during a consulting period ending on the 30-month anniversary of the Hatteras Acquisition closing date. Considering the proximity of the closing of the Hatteras Acquisition, additional disclosures required under ASC 805, Business Combinations, will be provided in the Company’s next quarterly filing.

For additional details regarding the terms and conditions of the Hatteras Acquisition and related matters, please refer to the Company’s other filings with the SEC that were made in connection with the Hatteras Acquisition, including the Prospectus/Offer to Exchange filed with the SEC pursuant to Rule 424(b)(3) on July 8, 2016 and the Current Report on Form 8-K filed with the SEC on July 12, 2016.