NEW YORK--(BUSINESS WIRE)--
Annaly Capital Management, Inc. (NYSE: NLY), a Maryland corporation,
(“Annaly” or the “Company”) today announced that it has priced a public
offering of an original issuance of 28 million shares of its 6.95%
Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
(the “Series F Preferred Stock”), liquidation preference $25.00 per
share, for gross proceeds of approximately $700 million before deducting
the underwriting discount and other estimated offering expenses. The
offering is subject to customary closing conditions and is expected to
close on or about July 31, 2017. The Company intends to apply to list
the Series F Preferred Stock on the New York Stock Exchange under the
symbol “NLYPrF.”
In connection with the offering, Annaly has granted the underwriters a
thirty-day option to purchase up to an additional 4.2 million shares of
Series F Preferred Stock solely to cover over-allotments.
Annaly intends to use the net proceeds of this offering to redeem all of
its outstanding 7.875% Series A Cumulative Redeemable Preferred Stock
with an aggregate liquidation preference of approximately $185.3
million, plus accrued but unpaid dividends payable therewith. Annaly
intends to use the remaining net proceeds of this offering to acquire
targeted assets under the Company’s capital allocation policy, which may
include further diversification of its investments in Agency assets as
well as residential, commercial and corporate credit assets. These
investments include, without limitation, residential credit assets
(including residential mortgage loans), middle market corporate loans,
Agency MBS pools, to-be-announced forward contracts, adjustable rate
mortgages, commercial real estate loans and securities and mortgage
servicing rights. Annaly also intends to use the net proceeds for
general corporate purposes, including, without limitation, to pay down
obligations and other working capital items.
Morgan Stanley, J.P. Morgan, UBS Investment Bank, RBC Capital Markets,
Citigroup and Keefe, Bruyette & Woods, A Stifel Company, are acting as
joint book-running managers for the offering. Credit Suisse and Sandler
O’Neill + Partners, L.P. are acting as co-managers for the offering.
Annaly has filed a shelf registration statement and prospectus with the
Securities and Exchange Commission (SEC), and has filed a prospectus
supplement for the offering to which this communication relates. Before
you invest in the offering, you should read the prospectus supplement
and the accompanying prospectus and other documents Annaly has filed
with the SEC for more complete information about Annaly and the
offering. You may obtain these documents for free by visiting EDGAR on
the SEC website at http://www.sec.gov.
Alternatively, Annaly, the underwriters or any dealer participating in
the offering will arrange to send you the prospectus supplement and
accompanying prospectus if you request them by contacting:
Morgan Stanley & Co. LLC
180 Varick St., 2nd Floor, New York,
New York 10014
Attn: Prospectus Department
Toll-free: (866)
718-1649
This press release does not constitute an offer to sell or the
solicitation of an offer to buy shares of Series F Preferred Stock, nor
shall there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
About Annaly
Annaly is a leading diversified capital manager that invests in and
finances residential and commercial assets. Annaly’s principal business
objective is to generate net income for distribution to its stockholders
through capital preservation, prudent selection of investments, and
continuous management of its portfolio. Annaly has elected to be taxed
as a real estate investment trust, or REIT, for federal income tax
purposes. Annaly is externally managed by Annaly Management Company LLC.
Forward-Looking Statements
This news release and our public documents to which we refer contain or
incorporate by reference certain forward-looking statements which are
based on various assumptions (some of which are beyond our control) and
may be identified by reference to a future period or periods or by the
use of forward-looking terminology, such as “may,” “will,” “believe,”
“expect,” “anticipate,” “continue,” or similar terms or variations on
those terms or the negative of those terms. Actual results could differ
materially from those set forth in forward-looking statements due to a
variety of factors, including, but not limited to, changes in interest
rates; changes in the yield curve; changes in prepayment rates; the
availability of mortgage-backed securities and other securities for
purchase; the availability of financing and, if available, the terms of
any financings; changes in the market value of our assets; changes in
business conditions and the general economy; our ability to grow our
commercial business; our ability to grow our residential mortgage credit
business; credit risks related to our investments in credit risk
transfer securities, residential mortgage-backed securities and related
residential mortgage credit assets, commercial real estate assets and
corporate debt; risks related to investments in mortgage servicing
rights and ownership of a servicer; our ability to consummate any
contemplated investment opportunities; changes in government regulations
affecting our business; our ability to maintain our qualification as a
REIT for U.S. federal income tax purposes; and our ability to maintain
our exemption from registration under the Investment Company Act of
1940, as amended. For a discussion of the risks and uncertainties which
could cause actual results to differ from those contained in the
forward-looking statements, see “Risk Factors” in our most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.
We do not undertake, and specifically disclaim any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements,
except as required by law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170725006460/en/
Annaly Capital Management, Inc.
Investor Relations
1-888-8Annaly
[email protected]
Source: Annaly Capital Management, Inc.