UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE14D-9
(Amendment No. 9)
(RULE14d-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)
55378A105
(CUSIP Number of Class of Securities)
Sean P. Reid
Chief Executive Officer
MTGE Investment Corp.
2 Bethesda Metro Center
12th 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
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Purpose of Amendment
This Amendment No. 9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule14D-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 “Schedule14D-9”). The Schedule14D-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 theall-cash consideration or theall-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 FormS-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 FormS-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 Schedule14D-9, is incorporated into this Schedule14D-9 by reference.
Except as otherwise set forth below, the information set forth in the Schedule14D-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 Schedule14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Item 8. Additional Information
Item 8 of the Schedule14D-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 withSection 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.
Item 9. Exhibits
Item 9 of the Schedule14D-9 is hereby amended and supplemented by amending the following exhibits:
Exhibit No. | Description | |
| (a)(5)(J) | Annaly’s Press release dated September 7, 2018 announcing the completion of the Offer and the anticipated closing of the Merger (incorporated by reference to Exhibit (a)(5)(M) to Amendment No. 9 to the Tender Offer Statement on Schedule TO of Annaly filed on September 7, 2018). | |
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.
| MTGE INVESTMENT CORP. | ||||||
| Date: September 7, 2018 | By: | /s/ Sean P. Reid | ||||
| Name: | Sean P. Reid | |||||
| Title: | Chief Executive Officer | |||||
