Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
July 28 2016 - 6:22AM
Edgar (US Regulatory)
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report: July 27, 2016
APOLLO
RESIDENTIAL MORTGAGE, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-35246
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45-0679215
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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c/o Apollo Global Management, LLC
9 West 57
th
Street, 43
rd
Floor
New York, NY 10019
(Address of principal executive offices)
(212) 515-3200
(Registrants telephone number, including area code)
N/A
(former name or
former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On July 26, 2016, Apollo Commercial Real Estate Finance, Inc.
(
ARI
) issued a press release announcing the aggregate consideration to be paid in connection with the acquisition of Apollo Residential Mortgage, Inc. (
AMTG
) by ARI. AMTG common stockholders will receive
0.417571 shares of ARI common stock per each share of AMTG common stock and approximately $6.86 per share in cash, based upon AMTGs fully diluted book value per share of common stock on July 22, 2016 of $15.52. A copy of the press release
is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No
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Description
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99.1
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Press release dated July 26, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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APOLLO RESIDENTIAL MORTGAGE, INC.
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Date: July 27, 2016
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By:
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/s/ Michael A. Commaroto
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Michael A. Commaroto
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President and Chief Executive Officer
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