This Tender Offer Statement on Schedule TO (this Schedule TO) is filed by Annaly Capital
Management, Inc., a Maryland corporation (Annaly), and Mountain Merger Sub Corporation, a Maryland corporation and a wholly owned subsidiary of Annaly (Offeror). This Schedule TO relates to the offer (the Offer)
by Annaly and Offeror to exchange for each outstanding share of common stock, $0.01 par value per share, of MTGE Investment Corp., a Maryland corporation (MTGE), at the election of the holder thereof: (a) $9.82 in cash and 0.9519 shares
of Annaly common stock, par value $0.01 per share (Annaly common stock); (b) $19.65 in cash (the
all-cash
consideration); or (c) 1.9037 shares of Annaly common stock (the
all-stock
consideration), subject in each case to the election procedures and, in the case of elections to receive the
all-cash
consideration or the
all-stock
consideration, to the proration procedures described in the Prospectus (as defined below) and the related Letter of Election and Transmittal (as defined below).
Annaly has filed with the Securities and Exchange Commission (SEC) a Registration Statement on Form
S-4
on
May 16, 2018, relating to, among other things, the offer and sale of shares of Annaly common stock to be issued to holders of shares of MTGE common stock in the Offer (the Registration Statement). The terms and conditions of the Offer
are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement (the Prospectus), and the related letter of election and transmittal (the Letter of Election and Transmittal), which are filed
as Exhibit (a)(4) and (a)(1)(A), respectively, hereto. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus and the Letter of Election and Transmittal, including any prospectus supplement or other supplement
thereto related to the Offer hereafter filed with the SEC by Annaly or Offeror, is hereby expressly incorporated into this Schedule TO by reference in response to items 1 through 11 of this Schedule TO and is supplemented by the information
specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of May 2, 2018, by and among Annaly, Offeror and MTGE (as may be amended from time to time, the Merger Agreement), a copy of which is attached
as Exhibit (d)(1) to this Schedule TO, is incorporated into this Schedule TO by reference.
Item 1.
Summary Term Sheet.
The information set forth in the sections of the Prospectus entitled
Summary
and
Questions and Answers About the Offer and
the Merger
is incorporated into this Schedule TO by reference.
Item 2.
Subject Company Information
.
(a) The subject company and issuer of the securities subject to the Offer is MTGE Investment Corp., a Maryland corporation. Its principal executive office is
located at 2 Bethesda Metro Center, 12th Floor, Bethesda, Maryland 20814 and its telephone number is (301)
968-9220.
(b) As of May 15, 2018, there were 45,797,687 shares of MTGE common stock issued and outstanding.
(c) The information concerning the principal market in which the shares of MTGE common stock are traded and certain high and low sales prices for the shares
of MTGE common stock in that principal market is set forth in
Comparative Market Price and Dividend Matters
in the Prospectus and is incorporated into this Schedule TO by reference.
Item 3.
Identity and Background of Filing Person.
(a), (b) The information set forth in the section of the Prospectus entitled
The CompaniesAnnaly
and
The
CompaniesOfferor
in the Prospectus is incorporated into this Schedule TO by reference.
(c) The information set forth in the section of
the Prospectus entitled
Directors and Executive Officers of Annaly and the Offeror
in Annex C to the Prospectus is incorporated into this Schedule TO by reference.
Item 4.
Terms of the Transaction
.
(a) The information set forth in the Prospectus is incorporated into this Schedule TO by reference.