Administration March 11, 2003

Friedman Billings To Acquire the Rest of FBR Asset

November 15, 2002 (PLANSPONSOR.com) - Friedman, Billings Ramsey Group Inc. will acquire the remaining portion of FBR Asset Investment Corp. in a $772 million deal.
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The combined company will assume the status of a Real Estate Investment Trust (REIT) status for tax purposes upon completion of the deal, expected to close in the first quarter of 2003.  

Terms of the deal call for FBR Asset to convert each of its approximately 25 million outstanding shares into 3.65 class A stock of the new REIT.   Friedman Billings, which currently owns an 11.35% stake in FBR Asset, will convert each of its shares into a corresponding class A or B share of the new REIT.  

The combined company will have an estimated market capitalization of $1.2 billion.   Additionally, the board of directors for each company will merge, forming a new board composed of nine members, seven of which will be outside directors.

Boards from both companies have approved the deal, which is now subject to shareholder and regulatory approval.

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