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
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Date of Report (Date of earliest event reported): |
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February 15, 2011 |
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ANNALY CAPITAL MANAGEMENT, INC. |
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(Exact name of registrant as specified in its charter) |
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Maryland |
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1-13447 |
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22-3479661 |
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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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10036 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 696-0100
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No Change |
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
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On February 15, 2011, Annaly Capital Management, Inc. (the “Company”) entered into an underwriting agreement with Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and RCap Securities, Inc. (collectively, the “Underwriters”), relating to the sale of 75,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), and the grant of an over-allotment option for an additional 11,250,000 shares of Common Stock to the Underwriters solely to fulfill over-allotments (the “Public Offering”). The Public Offering is expected to close on February 18, 2011. |
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The aggregate net proceeds of the Public Offering, excluding the proceeds the Company may obtain from the exercise of the over-allotment option, to the Company (after deducting estimated expenses) are estimated to be approximately $1.28 billion. |
Item 9.01. Financial Statements and Exhibits.
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(a) Not applicable. |
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(b) Not applicable. |
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(c) Not applicable. |
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(d) Exhibits: |
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1.1 |
Underwriting Agreement, dated February 15, between the Company and the Underwriters. |
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5.1 |
Opinion of K&L Gates LLP with respect to the legality of the shares. |
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23.1 |
Consent of K&L Gates LLP (included in Exhibit 5.1) |
SIGNATURE
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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Annaly Capital Management, Inc. |
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By: |
/s/ Kathryn Fagan |
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Name: Kathryn Fagan |
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Title: Chief Financial Officer |
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Date: February 18, 2011 |
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