Purpose of Amendment
This Amendment No. 6 (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, 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 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
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Exhibit No.
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Description
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(a)(5)(H)
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Press Release, dated August 21, 2018 (incorporated by reference to MTGEs filing pursuant to Rule 425 on August 21, 2018)
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