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Business Combination Business Combination
 12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Business Combination
Business Combination
On August 31, 2016, the Company, pursuant to the terms and conditions of the AMTG Merger Agreement, acquired AMTG for consideration of common stock and preferred stock, as applicable and cash. AMTG merged with and into the Company with the Company continuing as the surviving entity. As a result, all operations of AMTG and its former subsidiaries are consolidated with the operations of the Company. In connection with financing the AMTG Merger, on August 31, 2016, the Company entered into a Loan Agreement (the “Athene Loan Agreement”) with Athene USA Corporation, a subsidiary of Athene Holding Ltd., as lender (“Athene USA”), pursuant to which the Company borrowed $175,000 in order to fund a portion of the Company’s obligations under the AMTG Merger Agreement. The Athene Loan Agreement was repaid in full and terminated on September 1, 2016. On August 31, 2016, pursuant to an Asset Purchase and Sale Agreement, dated February 26, 2016 (as amended, the “Asset Purchase Agreement”) by and among Athene Annuity & Life Assurance Company and Athene Annuity and Life Company (collectively, “Athene Annuity”) and the Company, the Company sold primarily non-agency residential mortgage backed securities previously held by AMTG to Athene Annuity for cash consideration of approximately $1,100,000. Proceeds from the sale were used to repay approximately $804,000 in associated financing, $175,000 to satisfy the Athene Loan Agreement and for general corporate purposes.

As of December 31, 2016, all of the assets acquired from AMTG have been sold. The AMTG Merger provided the Company with the ability to expand the balance sheet in a cost effective and accretive manner at a time when ARI’s management believes there is significant opportunity to deploy capital into commercial real estate debt investments at attractive returns.
The AMTG Merger was accounted for as a business combination in accordance with ASC 805.  The transactions pursuant to the Athene Loan Agreement and the Asset Purchase Agreement were contemporaneous with and contingent on the AMTG Merger, therefore the Company recorded the transaction net. The Company was designated as the accounting acquirer. The total purchase price has been allocated based upon management’s estimates of fair value. The difference between the fair value of net assets of AMTG and the consideration was recorded as a bargain purchase gain.
The bargain purchase gain was computed as follows:
Consideration Paid:
$ (in thousands)
 
Cash
$
220,159

 
Common stock issued
218,397

 
Preferred stock assumed
172,500

 
Total consideration paid
$
611,056

 
 
 
Assets acquired:
 
 
Cash and cash equivalents
399,402

 
Restricted cash
10,552

 
Investments
1,491,484

 
Other assets
34,822

 
 
 
Liabilities assumed:
 
 
Borrowings under repurchase agreements
(1,254,518
)
 
Other liabilities
(30,665
)
 
 
 
 
Net assets acquired
651,077

 
 
 
 
Bargain purchase gain
$
40,021


The Company incurred $11,350 of transaction-related expenses related to the AMTG Merger during the year ended December 31, 2016. Transaction-related expenses are comprised primarily of transaction fees and AMTG Merger costs, including legal, finance, consulting, professional fees and other third-party costs.
The following table provides the pro forma consolidated operational data as if the AMTG Merger had occurred on January 1, 2016:
 
 
 
 Twelve Months Ended
 Twelve Months Ended
(in thousands, except per share data)
 
December 31, 2016
December 31, 2015
Total revenue
 
 
$
349,948

$
352,264

Net income attributable to common shareholders
89,877

44,547

 
 
 
 
 
Common shares outstanding at December 31, 2016
91,422,676

67,195,252

Net income per common share, basic and diluted
$
0.98

$
0.66


The pro forma consolidated operational data is based on assumptions and estimates considered appropriate by our management; however, these pro forma results are not necessarily indicative of the results of operations that would have been obtained had the AMTG Merger occurred at the beginning of the period presented, nor do they purport to represent the consolidated results of operations for future periods. The pro forma consolidated operational data do not include the impact of any synergies that may be achieved from the AMTG Merger or any strategies that management may consider in order to continue to efficiently manage operations.