Item 1.01. Entry into a Material Definitive Agreement.
On August 1, 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 August 3, 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 August 1, 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
No. Description
1.1 Underwriting Agreement, dated August 1, 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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