Enterprise Acquisition and ARMOUR Residential REIT, Close Merger Transaction
BOCA RATON, Fla -- Enterprise Acquisition Corp. ("Enterprise") (NYSE Amex: EST; EST.U; EST.WS) and ARMOUR Residential REIT, Inc.("ARMOUR") today announced the completion of their merger transaction.ARMOUR will immediately begin conducting business as a REIT, primarilyinvesting in hybrid adjustable-rate, adjustable-rate and fixed-rateresidential mortgage-backed securities issued or guaranteed by a U.S.Government-chartered entity.
"We are excited to announce the completion of this transaction," said Scott J. Ulm,Co-Chief Executive Officer, Chief Investment Officer, Head of RiskManagement and Vice Chairman of ARMOUR. "On behalf of the stockholdersof ARMOUR, we look forward to pursuing opportunities in the residentialmortgage-backed securities markets."
ARMOUR projects a $9.25 bookvalue for each of the approximately 2,304,054 shares of common stockoutstanding as of the close of the merger. ARMOUR is externally managedby ARMOUR Residential Management LLC ("ARRM"). ARRM's annual managementfee will be 1% of initial gross equity until gross equity raisedexceeds $50 million; when the fee will revert to the schedule in ARRM'sManagement Agreement.
ARRM provides the day-to-day management ofARMOUR's operations and will perform services and activities relatingto ARMOUR's assets and operations. Mr. Ulm and Jeffrey J. Zimmer, theCo-Chief Executive Officers of ARMOUR, are also principals of ARRM. Mr.Ulm has 23 years of structured finance and debt capital marketsexperience, including mortgage backed securities, and Mr. Zimmer hasworked in the mortgage securities market for 25 years.
Ladenburg Thalmann acted as the primary financial advisor to Enterprise. Enterprise's counsel in the transaction was Akerman Senterfitt and ARMOUR's counsel was Cahill Wink LLP.
ARMOUR Residential REIT, Inc.
ARMOURis Maryland corporation focused on investing in residentialmortgage-backed securities. ARMOUR is externally managed and advised byARRM. ARMOUR intends to elect and qualify to be taxed as a real estateinvestment trust ("REIT") for U.S. federal income tax purposes,commencing with ARMOUR's taxable year ending December 31, 2009.
Enterprise Acquisition Corp.
Enterprise (www.enterpriseacq.com)was a blank check company formed for the purpose of effecting a merger,capital stock exchange, asset acquisition or other similar businesscombination with one or more operating businesses. Upon completion ofthe transactions described above, Enterprise became a wholly-ownedsubsidiary of ARMOUR.