Purpose of Amendment
This Amendment No. 9 (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 by Amendment No. 3 filed with the SEC on June 15, 2018, as amended by Amendment No. 4
filed with the SEC on July 17, 2018, as amended by Amendment No. 5 filed with the SEC on August 20, 2018 as amended by Amendment No. 6 filed with the SEC on August 21, 2018, as amended by Amendment No. 7 filed with the
SEC on August 24, 2018, as amended by Amendment No. 8 filed with the SEC on August 28, 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. Additional Information
Item 8 of the Schedule
14D-9
is hereby amended by adding a new section entitled
Final Results of the
Offer
immediately following the section entitled
Extension of the Offer Period
as follows :
Final Results of the Offer
The Offer expired at 7:00 a.m., Eastern Time, on September 7, 2018 (the
Expiration Time
). As of the Expiration
Time, a total of 34,632,768 MTGE Common Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 75.62% of the issued and outstanding MTGE Common Shares. The number of shares of MTGE common stock
validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum tender condition to the Offer, and all other conditions to the Offer were satisfied. Purchaser accepted for payment and exchange all such MTGE Common Shares
validly tendered and not validly withdrawn.
Following the consummation of the Offer, on September 7, 2018, Annaly and Purchaser completed the
acquisition of MTGE pursuant to the terms of the Merger Agreement, through the merger of MTGE with and into the Purchaser in accordance with
Section 3-106.1
of the Maryland General Corporation Law, with
Purchaser continuing as the surviving corporation (the
Merger
). Following the Merger, all shares of MTGE common stock and MTGE 8.125% Series A Cumulative Redeemable Preferred Stock will be delisted from the Nasdaq and
deregistered under the Exchange Act.
The press release issued by Annaly announcing the completion of the Offer and the closing of the Merger is filed as
Exhibit (a)(5)(M) to the Schedule TO and is incorporated herein by reference.