UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 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)
July
10, 2017
Annaly Capital Management, Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Maryland | 1-13447 | 22-3479661 | ||
|
(State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
1211 Avenue of the Americas New York, New York |
10036 |
|
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (212) 696-0100
(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 July 10, 2017, Annaly Capital Management, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that Bayview Asset Management, LLC (“Bayview”) had entered into an interest purchase agreement to acquire Pingora Holdings, L.P. (“Pingora”), a Delaware limited partnership and wholly-owned indirect subsidiary of the Company. The Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company hereby furnishes the information set forth in the Press Release attached hereto as Exhibit 99.1, which is incorporated herein by reference.
The Press Release is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release, dated July 10, 2017
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.
| ANNALY CAPITAL MANAGEMENT, INC. | ||||
| By: | /s/ Glenn A. Votek | |||
| Name: | Glenn A. Votek | |||
| Title: | Chief Financial Officer | |||
| Dated: |
July 10, 2017 |
|||
Exhibit 99.1
Annaly Capital Management, Inc. and Bayview Asset Management, LLC Announce Purchase by Bayview of Pingora Loan Servicing Platform
NEW YORK--(BUSINESS WIRE)--July 10, 2017--Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”) and Bayview Asset Management, LLC (“Bayview”) today jointly announced that Bayview had entered into an interest purchase agreement to acquire Pingora Holdings, L.P. (“Pingora”), a Delaware limited partnership and wholly-owned indirect subsidiary of Annaly. Through its wholly-owned subsidiaries, Pingora Asset Management, LLC and Pingora Loan Servicing, LLC, Pingora operates as a specialized asset manager focused on investing in new production performing mortgage servicing rights (“MSRs”) and servicing residential mortgage loans. The acquisition is subject to customary closing conditions, including requisite regulatory approvals, and is expected to close in the third quarter of 2017.
“This transaction exemplifies our strategy to partner with industry leaders across our diversified investment platforms to efficiently allocate capital, minimize operating risks and optimize returns for our shareholders,” commented Kevin Keyes, CEO and President of Annaly. “We are pleased to have the expertise Bayview brings as a premier residential mortgage loan servicer for the MSR assets we own through our ongoing joint venture with a leading Sovereign Wealth Fund. This strategic transaction represents the beginning of a unique and compelling partnership for all stakeholders.”
David Ertel, CEO of Bayview, said: “We are delighted to partner with Annaly in this important strategic transaction. Together, Bayview and Pingora are uniquely positioned to provide MSR capital solutions to the mortgage banking industry.”
Michael Lau, CEO of Pingora, said: “We are excited about combining Pingora’s best in class technology and MSR acquisition platform with Bayview’s proven asset management and capital raising abilities to create the industry leading MSR acquisition and management platform.”
About Annaly
Annaly is a leading diversified capital manager that invests in and finances residential and commercial assets. Annaly’s principal business objective is to generate net income for distribution to its stockholders and to preserve capital through the prudent selection of investments and continued management of its portfolio. Annaly has elected to be taxed as a real estate investment trust, or REIT, for federal income tax purposes. Annaly is externally managed by Annaly Management Company LLC. Additional information is available at www.annaly.com.
About Bayview
Bayview, initially founded in 1993, is a mortgage investment firm focused on investments in mortgage credit, including whole loans, mortgage and asset-backed securities, servicing rights, and mortgage-related equities. Bayview is headquartered in Coral Gables, Florida with approximately 2,100 employees across asset management and loan servicing operations. As of March 31, 2017, Bayview oversees approximately $14.2 billion in assets under management. Bayview has substantial experience in sourcing, purchasing, servicing, and managing residential and commercial mortgage loans and mortgage-backed securities. Additional information is available at www.bayviewassetmanagement.com.
Forward-Looking Statements
This news release and our public documents to which Annaly or Bayview refer contain or incorporate by reference certain forward-looking statements which are based on various assumptions (some of which are beyond Annaly’s or Bayview’s control) and may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,” “continue,” or similar terms or variations on those terms or the negative of those terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors. With respect to Annaly, for a discussion of the risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Neither Annaly nor Bayview undertakes, and both specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law.
CONTACT:
Annaly Capital Management, Inc.
Investor Relations
1-888-8Annaly
www.annaly.com