Annaly Capital Management Enters Material Definitive Agreement

TL;DR

Annaly Capital Management signed a big deal on 9/20/24. Details in new 8-K.

AI Summary

On September 20, 2024, Annaly Capital Management Inc. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. The company, formerly known as Annaly Mortgage Management Inc., is a real estate investment trust incorporated in Maryland.

Why It Matters

This filing indicates a significant new contract or transaction for Annaly Capital Management, which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• Annaly Capital Management Inc (company) — Registrant
• Annaly Mortgage Management Inc (company) — Former company name
• September 20, 2024 (date) — Date of earliest event reported
• 1211 AVENUE OF THE AMERICAS (address) — Business and mailing address
• MD (state) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — h Registered Common Stock, par value $0.01 per share NLY New York Stock Exchange
• $1,500,000,000 — ng an aggregate offering price of up to $1,500,000,000 (the "Shares") from time to time throug

Filing Documents

• tm2424442d4_8k.htm (8-K) — 43KB
• tm2424442d4_ex1-1.htm (EX-1.1) — 194KB
• tm2424442d4_ex1-2.htm (EX-1.2) — 212KB
• tm2424442d4_ex1-3.htm (EX-1.3) — 213KB
• tm2424442d4_ex1-4.htm (EX-1.4) — 213KB
• tm2424442d4_ex1-5.htm (EX-1.5) — 209KB
• tm2424442d4_ex1-6.htm (EX-1.6) — 211KB
• tm2424442d4_ex1-7.htm (EX-1.7) — 213KB
• tm2424442d4_ex1-8.htm (EX-1.8) — 210KB
• tm2424442d4_ex1-9.htm (EX-1.9) — 211KB
• tm2424442d4_ex1-10.htm (EX-1.10) — 208KB
• tm2424442d4_ex1-11.htm (EX-1.11) — 213KB
• tm2424442d4_ex5-1.htm (EX-5.1) — 20KB
• tm2424442d4_ex5-1img001.jpg (GRAPHIC) — 13KB
• 0001104659-24-101769.txt ( ) — 3159KB
• nly-20240920.xsd (EX-101.SCH) — 4KB
• nly-20240920_def.xml (EX-101.DEF) — 27KB
• nly-20240920_lab.xml (EX-101.LAB) — 38KB
• nly-20240920_pre.xml (EX-101.PRE) — 26KB
• tm2424442d4_8k_htm.xml (XML) — 8KB

01

Item 1.01. Entry into a Material Definitive Agreement. On September 20, 2024, Annaly Capital Management, Inc. (the "Company") entered into separate Distribution Agency Agreements (collectively, the "Sales Agreements") with each of Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., Morgan Stanley & Co., LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (the "Sales Agents"). Under the terms of the Sales Agreements, the Company may offer and sell shares of its common stock, par value $0.01 per share ("Common Stock"), having an aggregate offering price of up to $1,500,000,000 (the "Shares") from time to time through any of the Sales Agents. Pursuant to the Sales Agreements, the Shares may be offered and sold through the Sales Agents in transactions deemed to be "at-the-market" offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the Sales Agreements, each Sales Agent (at the Company's election) will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company. Under the Sales Agreements, the Company will pay each of the Sales Agents a commission that will not exceed, but may be lower than, 1.25% of the gross sales price per share of Shares sold through it. The Sales Agreements contain customary representations, warranties and agreements of the Company, and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions. Shares sold under the Sales Agreements, if any, will be issued pursuant to the Company's automatic shelf registration statement on Form S-3 (No. 333-282261), including the prospectus, dated September 20, 2024, and the prospectus supplement, dated September 20, 2024, as the same may be amended

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Barclays Capital Inc. 1.2 Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and BNP Paribas Securities Corp. 1.3 Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and BofA Securities, Inc. 1.4 Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Citizens JMP Securities, LLC. 1.5 Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Goldman Sachs & Co. LLC. 1.6 Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and J.P. Morgan Securities LLC. 1.7 Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Keefe, Bruyette & Woods, Inc. 1.8 Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Morgan Stanley & Co. LLC. 1.9 Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and RBC Capital Markets, LLC. 1.10 Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and UBS Securities LLC. 1.11 Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Wells Fargo Securities, LLC. 5.1 Opinion of Venable LLP. 23.1 Consent of Venable LLP (included in Exhibit 5.1). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANNALY CAPITAL MANAGEMENT, INC. (REGISTRANT) Date: September 20

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View this 8-K filing on SEC EDGAR