UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 16, 2022, Annaly Capital Management, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to (i) the offer and sale of 100,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) the grant by the Company to the Underwriters of an option to purchase up to an additional 15,000,000 shares of Common Stock (together, the “Shares”). The offering closed on May 18, 2022. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the description of the Underwriting Agreement contained herein is qualified in its entirety by reference to such exhibit.
The offering was conducted pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-262424). The offering was made pursuant to the prospectus supplement, dated May 16, 2022, and the accompanying prospectus, dated January 31, 2022, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Shares is attached to this Current Report on Form 8-K as Exhibit 5.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated May 16, 2022, by and among Annaly Capital Management, Inc. and Goldman Sachs & Co. LLC, as representative of the several underwriters. | |
| 5.1 | Opinion of Venable LLP. | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). | |
| 104 | Cover page interactive data file (formatted in iXBRL in Exhibit 101). | |
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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: May 18, 2022 | ||||||
| By: | /s/ Anthony C. Green | |||||
| Name: | Anthony C. Green | |||||
| Title: | Chief Corporate Officer & Chief Legal Officer | |||||