Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 18, 2011
HATTERAS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 001-34030 | 26-1141886 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
110 Oakwood Drive
Suite 340
Winston Salem, North Carolina 27103
(Address of principal executive offices)
Registrant’s telephone number, including area code: (336) 760-9347
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On March 18, 2011, Hatteras Financial Corp. (the “Company”) entered into a purchase agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Keefe, Bruyette & Woods, Inc. and Wells Fargo Securities, LLC, as the underwriters (the “Purchase Agreement”). Pursuant to the terms and conditions of the Purchase Agreement, the Company agreed to sell 14,500,000 shares of common stock, par value $0.001 per share (not including the underwriters’ option to purchase up to an additional 2,175,000 shares of common stock to cover overallotments, if any), at a per share purchase price to the public of $28.50.
The offering closed on March 23, 2011.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Purchase Agreement, dated as of March 18, 2011, among Hatteras Financial Corp, Atlantic Capital Advisors LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Keefe, Bruyette & Woods, Inc. and Wells Fargo Securities, LLC, as the underwriters named therein | |
| 5.1 | Opinion of DLA Piper LLP (US) regarding legality of the shares | |
| 8.1 | Opinion of DLA Piper LLP (US) regarding tax matters | |
| 23.1 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1 and Exhibit 8.1) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HATTERAS FINANCIAL CORP. | ||||
| Dated: March 23, 2011 | BY: | /s/ KENNETH A. STEELE | ||
| Kenneth A. Steele | ||||
| Chief Financial Officer, Treasurer and Secretary | ||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 1.1 | Purchase Agreement, dated as of March 18, 2011, among Hatteras Financial Corp., Atlantic Capital Advisors LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Keefe, Bruyette & Woods, Inc. and Wells Fargo Securities, LLC, as the underwriters named therein | |
| 5.1 | Opinion of DLA Piper LLP (US) regarding legality of the shares | |
| 8.1 | Opinion of DLA Piper LLP (US) regarding tax matters | |
| 23.1 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1 and Exhibit 8.1) | |
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