On August 16, 2012, Hatteras Financial Corp. (the "Company") and Atlantic Capital Advisors LLC entered into a purchase agreement (the "Purchase Agreement") with Wells Fargo Securities, LLC, Citigroup Global Markets Inc., UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein. Pursuant to the terms and conditions of the Purchase Agreement, the Company agreed to sell 10,000,000 shares of its 7.625% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share ("Series A Preferred Stock") (not including the underwriters' 30-day option to purchase up to an additional 1,500,000 shares of Series A Preferred Stock to cover overallotments, if any), at a public offering price of $25.00 per share.

The offering is expected to close on August 27, 2012. The Purchase Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

The preceding description is qualified in its entirety by reference to the Purchase Agreement, a copy of which is included as Exhibit 1.1 hereto and is incorporated herein by reference.

On August 16, 2012, the Company filed Articles of Amendment to the Company's Articles of Incorporation with the Maryland State Department of Assessments and Taxation increasing the number of authorized shares of preferred stock of the Company, par value $0.001 per share, from 10,000,000 to 25,000,000. The Articles of Amendment, which were effective upon filing, are included as Exhibit 3.1 hereto and are incorporated herein by reference.

(d) Exhibits.

Exhibit
  No.                                     Description

 1.1         Purchase Agreement, dated as of August 16, 2012, among Hatteras
             Financial Corp., Atlantic Capital Advisors LLC and Wells Fargo
             Securities, LLC, Citigroup Global Markets Inc., UBS Securities LLC and
             Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives
             of the underwriters named therein

 3.1         Articles of Amendment of Hatteras Financial Corp.

 5.1         Opinion of Hunton & Williams LLP regarding legality of the shares

 8.1         Opinion of Hunton & Williams LLP regarding certain tax matters

23.1         Consent of Hunton & Williams LLP (included in Exhibit 5.1 and Exhibit
             8.1)