Item 1.01. Entry into a Material Definitive Agreement.
On August 6, 2021, Annaly Capital Management, Inc. (the
“Company”) entered into an Amendment No. 1 (each, an
“Amendment No. 1” and collectively, the “Amendments”) to each
of the separate amended and restated Distribution Agency Agreements
(collectively, each as amended by the applicable Amendment
No. 1, the “Amended and Restated Sales Agreements”) previously
entered into on August 6, 2020, as disclosed in the Company’s
Quarterly Report on Form 10-Q filed with the United States
Securities and Exchange Commission (the “SEC”) on August 6,
2020, with each of RBC Capital Markets, LLC, Barclays Capital Inc.,
BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan
Securities LLC, Keefe, Bruyette & Woods, Inc., UBS
Securities LLC and Wells Fargo Securities, LLC (the “Sales
Agents”). Under the terms of the Amended and Restated 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 Amended and Restated 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 Amended and Restated 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
Amended and Restated 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 Amended and Restated 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.
The Amendments (i) increased the number of shares of Common
Stock which the Company may now sell through the Sales Agents, from
time to time, under the Amended and Restates Sales Agreements to an
aggregate offering price of up to $1,500,000,000 and
(ii) extended the termination dates of the Amended and
Restates Sales Agreements to December 31, 2027.
Shares sold under the Amended and Restated Sales Agreements, if
any, will be issued pursuant to the Company’s automatic shelf
registration statement on Form S-3ASR (No. 333-229489), including
the prospectus, dated February 1, 2019, and the prospectus
supplement, dated August 6, 2021, as the same may be amended or
supplemented.
The foregoing description of the Amendments is not complete and is
qualified in its entirety by reference to the entire Amendments,
copies of which are attached hereto as Exhibits 1.1 through 1.10,
inclusive, and which are incorporated herein by reference. 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.
