Amended Statement of Ownership: Solicitation (sc 14d9/a)
June 15 2018 - 4:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
14D-9
(Amendment No. 3)
(RULE
14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
MTGE INVESTMENT CORP.
(Name of Subject Company)
MTGE
INVESTMENT CORP.
(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
02504A 104
(CUSIP Number
of Class of Securities)
Sean P. Reid
Chief Executive Officer
MTGE Investment Corp.
2
Bethesda Metro Center
12
th
Floor
Bethesda, MD 20814
(301)
968-9220
(Name, address and telephone numbers of person authorized to receive notices and
communications
on behalf of the persons filing statement)
With copies to:
Tom Salley, Esq.
Kevin
Mills, Esq.
Cooley LLP
1299 Pennsylvania Avenue
NW, Suite 700
Washington, DC 20004-2400
(202)
842-7800
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Purpose of Amendment
This Amendment No. 3 (this
Amendment
) amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9
of MTGE Investment Corp. (
MTGE
), a Maryland corporation, filed with the Securities and Exchange Commission (the
SEC
) on May 16, 2018, as amended by
Amendment No. 1 filed with the SEC on May 31, 2018, as amended by Amendment No. 2 filed with the SEC on June 6, 2018 (as amended, the
Schedule
14D-9
). The Schedule
14D-9
relates to the tender offer (the
Offer
) by Annaly Capital Management, Inc., a Maryland corporation (
Annaly
), and its direct wholly owned subsidiary,
Mountain Merger Sub Corporation (the
Purchaser
), to exchange for each outstanding share of common stock, $0.001 par value per share, of 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
) (the
mixed consideration
), (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 SEC a Tender Offer Statement on Schedule TO dated May 16, 2018, as
amended, and a Registration Statement on Form
S-4
dated 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 (as amended by Amendment No. 1 to the Registration Statement on Form
S-4
dated May 31, 2018, 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 incorporated by reference as Exhibit (a)(4) and (a)(1)(A), respectively, hereto. The Agreement and Plan of Merger, dated as of May 2, 2018, by and among Annaly, Purchaser and MTGE (the
Merger
Agreement
), a copy of which is attached as Exhibit (e)(1) to this Schedule
14D-9,
is incorporated into this Schedule
14D-9
by reference.
Except as otherwise set forth below, the information set forth in the Schedule
14D-9
remains unchanged and is
incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule
14D-9.
This Amendment is being
filed to reflect certain updates as reflected below.
Item 8.
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Additional Information.
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Item 8 of the Schedule
14D-9
is hereby
amended by including a new section entitled
Extension of the Offer Period
immediately following the section entitled
Certain
Litigation
as follows:
Extension of the Offer Period
On June 15,
2018, Annaly announced an extension of the expiration of the Offer until 5:00 p.m., Eastern Time, on July 18, 2018, unless further extended in accordance with the Merger Agreement. The Offer was previously scheduled to expire 5:00 p.m.,
Eastern Time on June 18, 2018. According to the press release issued by Annaly, Computershare Trust Company, N.A., the depositary and exchange agent for the Offer, has advised Annaly that, as of the close of business, Eastern Time on
June 14, 2018, approximately 955,185 shares of MTGE common stock have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 2.1% of the outstanding shares of MTGE common stock. The press release
issued by Annaly announcing the extension of the Offer is filed as Exhibit (a)(5)(I) to the Schedule TO and is incorporated herein by reference.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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MTGE INVESTMENT CORP.
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Date: June 15, 2018
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By:
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/s/ Sean P. Reid
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Name:
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Sean P. Reid
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Title:
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Chief Executive Officer
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