Annaly Capital Management, Inc. Completes Exchange Offer for MTGE Investment Corp. Common Stock and Completes Second-Step Mer...
September 07 2018 - 8:49AM
Business Wire
Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”), announced
today that it has completed the previously announced exchange offer
for all of the outstanding shares of common stock of MTGE
Investment Corp. (“MTGE”).
The exchange offer to acquire all of the outstanding shares of
MTGE common stock expired at 7:00 a.m., Eastern Time, on September
7, 2018. The depositary for the exchange offer has informed Annaly
that a total of 34,632,768 shares of MTGE common stock,
representing approximately 75.62% of MTGE’s outstanding common
stock, were validly tendered and not validly withdrawn in the
exchange offer. All shares that were validly tendered and not
validly withdrawn have been accepted by Annaly for payment in
accordance with the terms of the exchange offer and applicable
law.
Of the shares of MTGE common stock tendered in the exchange
offer, holders of 5,739,769 shares made an election to receive the
mixed consideration, holders of 5,462,059 shares made an election
to receive the all-cash consideration and holders of 23,430,939
shares made an election to receive the all-stock consideration.
- MTGE common stockholders who elected to
receive the mixed consideration or tendered without a valid
election will receive the mixed consideration, which consists of
$9.82 in cash and 0.9519 shares of Annaly common stock per share of
MTGE common stock;
- MTGE common stockholders who elected to
receive the all-cash consideration will receive $19.65 in cash per
share of MTGE common stock; and
- MTGE common stockholders who elected to
receive the all-stock consideration will be subject to proration at
a rate of approximately 62%, and will receive their consideration
in the form of $19.65 in cash for each share not accepted for the
all-stock election due to proration and 1.9037 shares of Annaly
common stock per share of MTGE common stock for shares that were
accepted for the all-stock election.
MTGE common stockholders will receive cash in lieu of fractional
shares of Annaly common stock.
Annaly also announced today that, pursuant to the merger
agreement, dated as of May 2, 2018, among Annaly, MTGE and Mountain
Merger Sub Corporation, a wholly owned subsidiary of Annaly
(“Merger Sub”), Annaly completed the acquisition of MTGE through a
second-step merger of MTGE with and into Merger Sub without a vote
of MTGE’s stockholders, pursuant to Section 3-106.1 of the Maryland
General Corporation Law (the “Merger”). In accordance with Maryland
law, the Merger was consummated on September 7, 2018. Upon
consummation of the Merger, MTGE became a wholly owned subsidiary
of Annaly. In connection with the Merger, all shares of MTGE common
stock not validly tendered into the exchange offer were cancelled
and converted into the right to receive merger consideration in the
same amounts offered in the exchange offer. Holders of these shares
will have the opportunity to elect among the mixed consideration,
the all-cash consideration and the all-stock consideration, subject
to proration, as described in the prospectus/offer to exchange,
dated June 4, 2018, filed by Annaly with the Securities and
Exchange Commission in connection with the transaction. In
addition, upon consummation of the Merger, each outstanding share
of MTGE 8.125% Series A Cumulative Redeemable Preferred Stock (the
“MTGE Series A Preferred Stock”) was cancelled and converted into
the right to receive one newly issued share of Annaly’s 8.125%
Series H Cumulative Redeemable Preferred Stock, which has
substantially the same terms as the existing terms of the MTGE
Series A Preferred Stock.
As a result of the acquisition, shares of MTGE common stock and
MTGE Series A Preferred Stock will cease to be traded on
NASDAQ.
Wells Fargo Securities and Sandler O’Neill + Partners, L.P. are
serving as financial advisors to Annaly, and Wachtell, Lipton,
Rosen & Katz serves as legal counsel to Annaly.
About Annaly
Annaly is a leading diversified capital manager that invests in
and finances residential and commercial assets. Annaly’s principal
business objective is to generate net income for distribution to
its shareholders and to preserve capital through prudent selection
of investments and continuous management of its portfolio. Annaly
has elected to be taxed as a real estate investment trust, or REIT,
for federal income tax purposes. Annaly is externally managed by
Annaly Management Company LLC. Additional information about Annaly
can be found at www.annaly.com.
Forward-Looking Statements
This press release includes forward-looking statements. These
forward-looking statements generally can be identified by phrases
such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,”
“estimates” or other words or phrases of similar import. Similarly,
statements herein that describe certain elements of the
transaction, including its financial and operational impact, and
other statements of management’s beliefs, intentions or goals also
are forward-looking statements. It is uncertain whether any of the
events anticipated by the forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on the
results of operations and financial condition of the combined
companies or the price of Annaly stock. These forward-looking
statements involve certain risks and uncertainties, many of which
are beyond Annaly’s control, that could cause actual results to
differ materially from those indicated in such forward-looking
statements, including but not limited to business disruption
following completion of the transaction; and the other risks and
important factors contained and identified in Annaly’s filings with
the Securities and Exchange Commission (the “SEC”), including its
Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any
of which could cause actual results to differ materially from the
forward-looking statements. The forward-looking statements included
in this Form 8-K are made only as of the date hereof. Annaly does
not undertake any obligation to update the forward-looking
statements to reflect subsequent events or circumstances, except as
required by law.
Additional Information and Where to Find It
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares, nor is it a substitute for the Offer materials that Annaly
and its merger subsidiary have filed with the SEC. Annaly and its
merger subsidiary have filed a Tender Offer Statement on Schedule
TO, Annaly has filed a Registration Statement on Form S-4 and MTGE
has filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC with respect to the Offer. THE OFFER MATERIALS
(INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT CONTAIN IMPORTANT
INFORMATION. MTGE STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS
OF MTGE SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE TRANSACTION. The Offer to Exchange, the related
Letter of Transmittal and certain other Offer documents, as well as
the Solicitation/Recommendation Statement, are available to all
holders of MTGE common stock at no expense to them. The Offer
materials and the Solicitation/Recommendation Statement are
available for free at the SEC’s website at www.sec.gov. Additional
copies may be obtained for free by contacting Annaly’s Investor
Relations department at 1-888-8Annaly (1-888-826-6259). In addition
to the Offer to Exchange, the related Letter of Transmittal and
certain other Offer documents, as well as the
Solicitation/Recommendation Statement, Annaly and MTGE file annual,
quarterly and current reports and other information with the SEC.
You may read and copy any reports or other information filed by
Annaly and MTGE at the SEC public reference room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Annaly’s and
MTGE’s filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
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Annaly Capital Management, Inc.Investor
Relations1-888-8Annalywww.annaly.com
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