UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO
SECTION 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO
SECTION 13d-2(a) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED
(AMENDMENT NO. 6)
CREXUS INVESTMENT CORP.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
226553 105
(CUSIP Number)
R. Nicholas Singh, Esq.
Chief Legal Officer
Annaly Capital Management, Inc.
1211 Avenue of the Americas, Suite 2902
New York, New York 10036
Tel: (212) 696-0100
Fax: (212) 696-9809
_________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
David W. Bernstein
K&L Gates LLP
599 Lexington Avenue
New York, NY 10022
Phone: (212) 536-4029
Fax: (212) 536-3901
May 22, 2013
_________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box
c
.
The information required on the remainder of this cover page
will not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liability provisions of that Section of the Act, but will be subject to all other provisions of the
Act.
1 NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Annaly
Capital Management, Inc.
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
c
(b)
c
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
PF
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
c
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH
7 SOLE
VOTING POWER
108,380,960
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
108,380,960
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,380,960
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
c
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
90.0%
14 TYPE
OF REPORTING PERSON
CO
AMENDMENT NO. 6 TO SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
CREXUS INVESTMENT CORP.
Item 1. Security and Issuer.
This Amendment No. 6 relates to
the common stock, par value $0.01 per share, of CreXus Investment Corp. (the “Issuer” or “CreXus”), a Maryland
corporation. It amends and supplements the Schedule 13D filed by Annaly Capital Management, Inc. (“Annaly”) on September
24, 2009, as amended by Amendment No. 1, dated April 1, 2011, Amendment No. 2, dated November 9, 2012, Amendment No. 3, dated January
31, 2013, Amendment No. 4, dated March 18, 2013, and Amendment No. 5, dated April 17, 2013.
Item 3. Source and Amount of Funds
or Other Consideration.
The purchase price of the shares
acquired through exercise of the option described in the answer to Item 4 was paid almost entirely with a note. Annaly provided the
required funds ($437,928) out of its cash on hand.
Item 4. Purpose of the Transaction.
Item 4 is amended and supplemented
as follows:
On May 22, 2013, CXS Acquisition
Corporation (“Acquisition”), a wholly owned subsidiary of Annaly, purchased from CreXus 43,792,760 shares of CreXus
common stock for $13.05206 per share by exercising an option contained in the Agreement and Plan of Merger (the “Merger Agreement”)
dated January 30, 2013 among Annaly, Acquisition and CreXus. Because Acquisition is a wholly owned subsidiary of Annaly, Annaly
is the beneficial owner of the shares purchased by Acquisition.
Prior to the time that Acquisition
exercised the option, Annaly had transferred all the shares of CreXus common stock that Annaly owned to Acquisition. The purpose
of the option exercise was to increase the number of shares owned by Acquisition (including the shares transferred to it by Annaly
and shares purchased by it through a tender offer that expired on April 16, 2013) to more than 90% of the outstanding shares of
CreXus common stock, so the merger of Acquisition into CreXus could be approved by the Boards of Directors of Acquisition and CreXus,
without the need for approval by CreXus’ stockholders.
Item 5. Interest in Securities of
the Issuer.
Items 5(a)-(c) are amended and
supplemented as follows:
(a)-(b) As a result of the exercise
of the option described in Item 4, Annaly, through its wholly owned subsidiary, Acquisition, became the beneficial owner of 108,380,960
shares of CreXus common stock, which is one share more than 90% of the outstanding shares of CreXus common stock.
(c) Except as described in Item
4, Annaly has not effected any transaction involving CreXus common stock during the past 60 days.
SIGNATURE
After reasonable
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.
May 22, 2013
By:
/s/ R. Nicholas Singh
Name: R. Nicholas Singh
Title: Chief Legal Officer
Crexus Investment Corp. Crexus Investment Corp. (NYSE:CXS)
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Crexus Investment Corp. Crexus Investment Corp. (NYSE:CXS)
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