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Contact:
FRIEDMAN, BILLINGS, RAMSEY
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Lauren Burk 703-469-1004 or lburk@fbr.com
FBR TO ACQUIRE FIRST NLC BY END OF FIRST QUARTER 2005
ARLINGTON, VA., JANUARY 11, 2005 - Friedman, Billings, Ramsey Group, Inc. (NYSE:
FBR) today announced that it has signed a Definitive Agreement to acquire 100%
of the equity interests of First NLC Financial Services, LLC, an affiliate of
Sun Capital Partners, and a leading non-conforming mortgage originator. FBR will
purchase First NLC for $88 million in a combination of cash and stock, subject
to closing adjustments, and expects to close the acquisition of First NLC during
the First Quarter of 2005.
Headquartered in Deerfield Beach, Florida, First NLC is a rapidly growing
non-conforming mortgage originator currently operating in 38 states. First NLC
originates mortgages through both wholesale and retail channels, with a current
origination run rate exceeding $4 billion annually. First NLC will become a part
of FBR's principal investment group but will be operated as a wholly owned
subsidiary and will continue to be managed by its current executive team.
"We're excited to join forces with the leading financial services firm in this
sector," said Neal Henschel, Chairman and CEO of First NLC. "Because of their
leadership in the mortgage marketplace as an equity underwriter, merchant banker
and portfolio investor, FBR is the optimal partner for First NLC."
The acquisition of First NLC is part of a broader strategy by FBR to expand the
types of mortgage assets FBR owns in its REIT portfolio, thereby increasing its
investment flexibility and ability to achieve high risk-adjusted returns in
varied environments. FBR's strategy will be to portfolio a significant portion
of First NLC's originated loans and finance those loans through the issuance of
asset-backed securities. FBR intends to maintain very high credit quality in its
portfolio by obtaining private mortgage insurance for certain non-conforming
portfolio loans after they have been originated. First NLC will originate
mortgage assets for purchase by FBR for its investment portfolio and plans to
continue to work with many of its existing funding sources and its third party
investors. "The ability to match-fund these non-conforming assets to
significantly reduce interest rate risk and minimize credit risk through private
mortgage insurance provides an exceptional risk-adjusted investment
opportunity," said Eric F. Billings, Co-Chairman and Co-Chief Executive Officer
of FBR.
FBR expects average return-on-equity from non-conforming mortgages over the life
of the assets of 25-30% and intends to allocate 25-50% of the REIT investment
portfolio to non-conforming mortgage assets in the short term. "While we
continue to believe our low duration agency-backed MBS investment strategy is an
exceptional business with excellent long term risk-adjusted returns, the
broadening of our mortgage strategy is an example of FBR continually seeking to
allocate our equity to maximize our risk-adjusted returns. This acquisition will
also
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accelerate and enhance our ability to expand our balance sheet and deploy
significant capital in our spread-based businesses," Mr. Billings said.
"Through this acquisition, we expect to obtain significant advantages and
flexibility in our mortgage business, including the ability to originate, price,
portfolio and sell mortgage assets based on market conditions. This is a
powerful combination that enhances and supports our commitment to the mortgage
and asset-backed sectors of the capital markets," said Emanuel J. Friedman,
Co-Chairman and Co-Chief Executive Officer of FBR.
Friedman, Billings, Ramsey Group, Inc. provides investment banking*,
institutional brokerage*, asset management, and private client services through
its operating subsidiaries and invests in mortgage-backed securities and
merchant banking opportunities. FBR focuses capital and financial expertise on
eight industry sectors: consumer, diversified industrials, energy, financial
institutions, healthcare, insurance, real estate, and technology, media and
telecommunications. FBR, headquartered in the Washington, D.C. metropolitan
area, with offices in Arlington, Va. and Bethesda, Md., also has offices in
Boston, Chicago, Cleveland, Dallas, Denver, Houston, Irvine, London, New York,
Phoenix, Portland, San Francisco, Seattle, and Vienna. For more information, see
http://www.fbr.com.
*Friedman, Billings, Ramsey & Co., Inc.
FBR WILL BE HOLDING AN ANALYST/INVESTOR CONFERENCE CALL RELATING TO THIS
TRANSACTION AT 4:30 P.M. EST TODAY, TUESDAY, JANUARY, 11, 2005. THIS CALL WILL
BE WEBCAST AT THE FOLLOWING URL:
HTTP://WWW.CORPORATE-IR.NET/IREYE/IR_SITE.ZHTML?TICKER=FBR. REPLAY WILL BE
AVAILABLE TWO HOURS AFTER THE CALL ENDS UNTIL 6:00 P.M. FRIDAY, JANUARY 21 BY
CALLING 800.642.1687 (DOMESTIC) OR 706.645.9291 (INTERNATIONAL) CONFERENCE ID#
3373153. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT INVESTOR RELATIONS AT
703.469.1080.
FORWARD-LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, INCLUDING
FORWARD-LOOKING STATEMENTS BY MESSRS. ERIC BILLINGS AND EMANUEL FRIEDMAN. ALL
STATEMENTS CONTAINED IN THIS PRESS RELEASE, WHICH ARE NOT HISTORICAL FACT, MAY
BE CONSIDERED FORWARD-LOOKING STATEMENTS AS THAT TERM IS DEFINED IN THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF THE RISK FACTORS DESCRIBED
IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, ON FORMS
10-K AND 10-Q. IN LIGHT OF THESE RISKS AND UNCERTAINTIES, THERE CAN BE NO
ASSURANCE THAT THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE
WILL IN FACT TRANSPIRE. THESE FORWARD-LOOKING STATEMENTS REPRESENT THE COMPANY'S
JUDGMENT ONLY AS OF THE DATE OF THIS PRESS RELEASE. THE COMPANY DOES NOT HAVE
ANY INTENTION OR OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE OR
JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE OR JURISDICTION.
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