Current Report Filing (8-k)
25 April 2022 - 10:26PM
Edgar (US Regulatory)
ANNALY CAPITAL MANAGEMENT INC 6.95%
Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred
Stock 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable
Preferred Stock 6.75% Series I Fixed-to-Floating Rate Cumulative
Redeemable Preferred Stock false 0001043219 0001043219 2022-04-25
2022-04-25 0001043219 us-gaap:CommonStockMember 2022-04-25
2022-04-25 0001043219
nly:A6.95SeriesFFixedtoFloatingRateCumulativeRedeemablePreferredStockMember
2022-04-25 2022-04-25 0001043219
nly:A6.50SeriesGFixedtoFloatingRateCumulativeRedeemablePreferredStockMember
2022-04-25 2022-04-25 0001043219
nly:A6.75SeriesIFixedtoFloatingRateCumulativeRedeemablePreferredStockMember
2022-04-25 2022-04-25
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):
April 25, 2022
Annaly Capital
Management, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-13447
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Maryland |
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22-3479661 |
(State of
incorporation) |
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(I.R.S. Employer
Identification No.) |
1211 Avenue of the Americas
New York, New York
10036
(Address of principal executive offices)
(212) 696-0100
Registrant’s telephone number, including area code
Not Applicable
(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)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Trading
Symbol
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Name of Each Exchange
on Which Registered
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Common Stock, par value $0.01 per
share |
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NLY |
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New York Stock Exchange |
6.95% Series F Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock |
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NLY.F |
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New York Stock Exchange |
6.50% Series G Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock |
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NLY.G |
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New York Stock Exchange |
6.75% Series I Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock |
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NLY.I |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Entry into Purchase
Agreement
On April 25, 2022, certain subsidiaries and affiliates (the
“Sellers”) of Annaly
Capital Management, Inc., a Maryland corporation (the “Company” or “Annaly”), entered into a
Commercial Loan Purchase Agreement (the “Purchase Agreement”) with Ares
Capital Management LLC (the “Purchaser”) pursuant to which
the Sellers will sell all of the commercial loan interests held by
the Middle Market Lending (“MML”) business operated by
Annaly (the “Transactions”).
Pursuant to the Purchase Agreement, the Purchaser will pay an
aggregate purchase price of approximately $2.4 billion,
subject to certain adjustments specified therein. The aggregate
purchase price represents substantially all of the assets of the
MML business held on the Company’s balance sheet as well as assets
managed for third parties. The Purchase Agreement contains
customary representations, warranties and covenants by each party
that are subject, in some cases, to specified exceptions and
qualifications contained in the Purchase Agreement.
Each party’s obligation to consummate the Transactions pursuant to
the Purchase Agreement is subject to customary closing conditions
as set out therein, including, among others, (i) subject to
certain exceptions, the accuracy of the representations and
warranties of the parties; (ii) performance in all material
respects by each of the parties of its covenants and agreements;
(iii) receipt of certain third-party consents; and
(iv) the absence of any law or order from any governmental
entity prohibiting consummation of the Transaction. The parties
expect that the transfer of all of the commercial loan interests
held by the Sellers will be completed by the end of the second
quarter of 2022.
The Purchase Agreement includes certain customary termination
rights for each of the Sellers and the Purchaser.
Press Release
On April 25, 2022, the Company issued a press release
announcing the entry into the Purchase Agreement. A copy of the
press release is being furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is
incorporated by reference herein.
The information in Item 8.01 to this Current Report on Form
8-K (including Exhibit 99.1
attached hereto) 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. The information in Item 8.01 to this Current Report on
Form 8-K (including Exhibit
99.1 attached hereto) shall not be deemed incorporated by reference
into any filing or other document 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 or document.
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Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
The exhibits to this report are listed in the Exhibit Index below
and are incorporated by reference herein.
Exhibit Index
Forward- Looking
Statements
This Current Report on Form 8-K contains certain forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Exchange Act and Private
Securities Litigation Reform Act, as amended, including those
relating to the expected consummation of the Transactions and other
statements that are predictive in nature. These forward-looking
statements are based on current expectations, forecasts and
projections about the Transactions, industry and markets in which
the Company operates and management’s current beliefs and
assumptions. These statements may be identified by the use of
forward-looking expressions, including, but not limited to,
“expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions and the negatives of those terms. These statements
relate to future and involve known and unknown risks,
uncertainties, and other factors which may cause actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Such factors include those set
forth in the Company’s filings with the SEC. Prospective investors
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this Current Report
on Form 8-K. The Company
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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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 thereunto duly authorized.
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Date:
April 25, 2022 |
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ANNALY CAPITAL MANAGEMENT, INC.
(Registrant) |
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By: |
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/s/ Anthony C. Green
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Name: |
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Anthony C. Green
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Title: |
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Chief Corporate
Officer & Chief Legal Officer |
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