Item 9.01
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Financial Statements and Exhibits.
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Exhibit No
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Description
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2.1
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Amendment No. 1, dated as of June 30, 2016, to the Agreement and Plan of Merger, dated as of February 26, 2016, by and among Apollo Residential Mortgage, Inc, Apollo Commercial Real Estate Finance, Inc. and Arrow Merger Sub,
Inc.
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Forward-Looking Statements
This Form 8-K contains, and other written or oral statements made by or on behalf of the Company may include, forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995. In addition, we or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents that are filed with the Securities and Exchange
Commission (SEC) or in connection with oral statements made to the press, potential investors or others. Specifically, forward-looking statements may include, but are not limited to, statements relating to our future economic performance, business
prospects, revenue, income, and financial condition; and statements preceded by, followed by, or that include the words expects, believes, intends, will, anticipates, and similar terms that
relate to future events, performance, or our results. Examples of forward-looking statements in this press release include, but are not limited to, statements about the price, terms and closing date of the proposed transaction and statements
regarding stockholder and regulatory approvals. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results, expectations, or outcomes to differ materially from our historical experience as well as
managements present expectations or projections. These risks and uncertainties include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger
Agreement; (ii) the inability to complete the proposed merger due to the failure of the Company to obtain the requisite shareholder vote or the failure to satisfy other conditions of the transactions contemplated by the Merger
Agreement within the proposed timeframe or at all; (iii) the failure of ARI to obtain the necessary financing as set forth in the debt commitment letter entered into in connection with the
Merger Agreement; (iv) risks related to disruption of managements attention from the Companys ongoing business operations due to the transaction; (v) the outcome of any legal proceedings, regulatory proceedings or enforcement
matters that may be instituted against the Company and others relating to the Merger Agreement; (vi) the risk that the pendency of the transactions contemplated by the Merger Agreement disrupts current plans and operations and the potential
difficulties in retention of our managers employees as a result of the pendency of the transactions contemplated by the Merger Agreement; (vii) the effect of the announcement of the proposed transaction on the Companys operating
results and business generally; and (viii) the amount of the costs, fees, expenses and charges related to the transactions contemplated by the Merger Agreement. Consider these factors carefully in evaluating the forward-looking statements.
Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed
with the SEC on March 4, 2016, the Companys Annual Report on Form 10-Q for the fiscal quarter ended March 31, 2016 which was filed with the SEC on May 10, 2016 and other filings with the SEC, which are available at www.sec.gov.
The forward-looking statements represent the Companys views as of the date on which such statements were made and the Company undertakes no obligation to publicly update such forward-looking statements.
Participants in the Solicitation
The Company and its
directors, executive officers and certain other members of management and employees of the Company may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the transactions
contemplated by the Merger Agreement. Information regarding the interests of the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the transactions
contemplated by the Merger Agreement, which may be different than those of the Companys stockholders generally, will be set forth in the proxy statement and the other relevant documents to be filed by the Company with the SEC. Stockholders can
find information about the Company and its directors and executive officers and their ownership of the Companys common stock in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2015. Additional
information regarding the interests of such individuals in the transactions contemplated by the Merger Agreement will be included in the proxy statement relating to the merger when it is filed with the SEC. These documents may be obtained free of
charge from the SECs website at www.sec.gov and the Companys website at www.apolloreit.com.
Important Additional Information and Where to
Find It
In connection with the proposed transaction, ARI has filed a preliminary registration statement on Form S-4 that will serve as a
prospectus for the ARI shares to be issued as consideration in the proposed transaction. ARIs preliminary registration statement on Form S-4 contains the Companys preliminary proxy statement relating to consideration by the
Companys shareholders of the merger and the other transactions contemplated by the Merger Agreement. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROSPECTUS CONTAINED IN ARIS
REGISTRATION STATEMENT THAT IS DECLARED EFFECTIVE BY THE SEC AND THE COMPANYS DEFINITIVE PROXY MATERIALS CONTAINED THEREIN, AS WELL AS OTHER RELEVANT MATERIALS, IN THEIR ENTIRETY BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, ARI AND THE PROPOSED TRANSACTION. These materials will be made available to the stockholders of the Company at no expense to them and are expected to be mailed to stockholders. When available after filing, the prospectus and
proxy statement and other relevant information may be obtained without charge from the website of the Securities and Exchange Commission at
www.SEC.gov
. Copies of the documents filed by the Company with the SEC are also available free of
charge on the Companys website at www.apolloresidentialmortgage.com, and copies of the documents filed by ARI with the SEC are available free of charge on ARIs website at www.apolloreit.com.
This document is for informational purposes only and shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
This document is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to stockholders in connection with the proposed transaction. No offering of securities shall be made, except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.