Current Report Filing (8-k)
2013年4月11日 - 6:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
____________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
April
10, 2013
CREXUS
INVESTMENT CORP.
(Exact
name of registrant as specified in its charter)
Maryland
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1-34451
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26-2652391
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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1211 Avenue of the Americas
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Suite 2902
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New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (646) 829-0160
No Change
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On April 10, 2013, the Company issued a press release relating to the
cash tender offer of $13.00 per common share, plus a sum approximating a
prorated portion of the dividend the tendering stockholder would have
received with regard to the quarter during which the tender offer
expires (the “Offer”), commenced on March 18, 2013 by CXS Acquisition
Corporation (the “Purchaser”), a wholly owned subsidiary of Annaly
Capital Management, Inc. (“Annaly”). A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information
set forth in this Item 7.01 and Exhibit 99.1 is deemed to be furnished
and shall not be deemed to be “filed” for purposes of the Securities
Exchange Act of 1934, as amended.
Additional Information
This Current Report is neither an offer to purchase nor a solicitation
of an offer to sell securities. The Offer is being made pursuant to a
Tender Offer Statement on Schedule TO (including the Offer to Purchase,
the related Letter of Transmittal and other tender offer materials)
filed by Annaly and the Purchaser with the SEC on March 18, 2013, as
amended or updated on March 26, 2013 and April 2, 2013, and pursuant to
a Transaction Statement on Schedule 13E-3 filed by Annaly and the
Purchaser with the SEC on March 26, 2013, as amended on April 2, 2013.
In addition, CreXus filed with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 on March 18, 2013, as amended on April 2,
2013, and a Transaction Statement on Schedule 13E-3 with respect to the
Offer on April 2, 2013. Annaly’s Tender Offer Statement on Schedule TO
(and related materials) and Transaction Statement on Schedule 13E-3 and
CreXus’ Solicitation/Recommendation Statement on Schedule 14D-9 and
Transaction Statement on Schedule 13E-3, each as amended, contain
important information that stockholders should read carefully before
making any decision with respect to the Offer. These materials may be
obtained at no charge upon request to Innisfree, the information agent
for the tender offer, at (877) 877-1875 (toll free). In addition, all
of those materials (and all other offer documents filed with the SEC)
are available at no charge on the SEC’s website at http://www.sec.gov.
Investors and security holders may also obtain free copies of the
documents filed with the SEC by the Company by contacting Investor
Relations at 646-829-0159.
Safe Harbor for Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
relating to the potential acquisition of the Company by Annaly Capital
Management, Inc., including the expected timing for the transaction and
the potential benefits of the transaction. These are forward-looking
statements for purposes of the safe harbor provisions under the Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from those currently anticipated due to a number of risks and
uncertainties. Risks and uncertainties that could cause the actual
results to differ from expectations contemplated by any forward-looking
statements in this Current Report include: uncertainties as to the
timing of the tender offer and merger; uncertainties as to how many of
the Company stockholders will tender their stock in the offer; the
possibility that competing offers will be made; the possibility that
various closing conditions for the transaction may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the transaction;
transaction costs; actual or contingent liabilities; and other risks and
uncertainties discussed in the documents we file from time to time with
the SEC, including our annual report on Form 10-K for the year ended
December 31, 2012 and quarterly and current reports on Form 10-Q and
8-K. These forward-looking statements reflect our expectations as of the
date of this Current Report.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release, dated April 10, 2013, issued by CreXus
Investment Corp.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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CreXus Investment Corp.
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By:
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/s/ Daniel Wickey
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Name:
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Daniel Wickey
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Title:
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Chief Financial Officer
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Date: April 10, 2013
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Crexus Investment Corp. Crexus Investment Corp. (NYSE:CXS)
過去 株価チャート
から 5 2024 まで 6 2024
Crexus Investment Corp. Crexus Investment Corp. (NYSE:CXS)
過去 株価チャート
から 6 2023 まで 6 2024