Item 1.01. Entry into a Material Definitive Agreement.
On
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
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
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
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Amendment No. 1 to theAmended and Restated Distribution Agency Agreement, datedAugust 6, 2021 , by and betweenAnnaly Capital Management, Inc. andRBC Capital Markets, LLC . 1.2 Amendment No. 1 to theAmended and Restated Distribution Agency Agreement, datedAugust 6, 2021 , by and betweenAnnaly Capital Management, Inc. andBarclays Capital Inc. 1.3 Amendment No. 1 to theAmended and Restated Distribution Agency Agreement, datedAugust 6, 2021 , by and betweenAnnaly Capital Management, Inc. andBofA Securities, Inc. 1.4 Amendment No. 1 to theAmended and Restated Distribution Agency Agreement, datedAugust 6, 2021 , by and betweenAnnaly Capital Management, Inc. andCitigroup Global Markets Inc. 1.5 Amendment No. 1 to theAmended and Restated Distribution Agency Agreement, datedAugust 6, 2021 , by and betweenAnnaly Capital Management, Inc. andCredit Suisse Securities (USA) LLC . 1.6 Amendment No. 1 to theAmended and Restated Distribution Agency Agreement, datedAugust 6, 2021 , by and betweenAnnaly Capital Management, Inc. andGoldman Sachs & Co. LLC . 1.7 Amendment No. 1 to theAmended and Restated Distribution Agency Agreement, datedAugust 6, 2021 , by and betweenAnnaly Capital Management, Inc. andJ.P. Morgan Securities LLC . 1.8 Amendment No. 1 to theAmended and Restated Distribution Agency Agreement, datedAugust 6, 2021 , by and betweenAnnaly Capital Management, Inc. andKeefe, Bruyette & Woods, Inc. 1.9 Amendment No. 1 to theAmended and Restated Distribution Agency Agreement, datedAugust 6, 2021 , by and betweenAnnaly Capital Management, Inc. andUBS Securities LLC . 1.10 Amendment No. 1 to theAmended and Restated Distribution Agency Agreement, datedAugust 6, 2021 , by and betweenAnnaly Capital Management, Inc. andWells Fargo Securities, LLC . 5.1 Opinion ofVenable LLP . 23.1 Consent ofVenable LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source