Business Combination

On August 31, 2016, we, 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 ARI, with ARI continuing as the surviving entity. As a result, all operations of AMTG and its former subsidiaries are consolidated with our operations. In connection with financing the AMTG Merger, on August 31, 2016, we 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 we borrowed $175.0 million in order to fund a portion of our 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 us, we sold primarily non-agency residential mortgage backed securities previously held by AMTG to Athene Annuity for cash consideration of approximately $1.1 billion. Proceeds from the sale were used to repay approximately $804.0 million in associated financing, $175.0 million to satisfy the Athene Loan Agreement and for general corporate purposes. All of the assets acquired from AMTG were sold during 2016.

The AMTG Merger was accounted for as a business combination in accordance with ASC 805, Business Combinations. The transactions pursuant to the Athene Loan Agreement and the Asset Purchase Agreement were contemporaneous with and contingent on the AMTG Merger, therefore we recorded the transaction net. We were 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

We incurred $11.4 million 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:



	Year ended
(in thousands, except per share data)	December 31, 2016
Total revenue	$	349,948
Net income attributable to common stockholders	89,877

Common shares outstanding at December 31, 2016	91,422,676
Net income per common share, basic and diluted	$	0.98

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 does 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.