UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

 

January 4, 2011

 


 

 

 

 

ANNALY CAPITAL MANAGEMENT, INC.

 

 


 

(Exact name of registrant as specified in its charter)


 

 

 

 

 

 

 

 

 

 

 

 

Maryland

 

 

 

1-13447

 

 

 

22-3479661

 


 

 


 

 

 


 

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)


 

 

 

 

 

 

1211 Avenue of the Americas

 

 

 

 

Suite 2902

 

 

 

 

New York, New York

 

 

10036

 


 


(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (212) 696-0100

 

 

 

 

No Change

 


(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01. Entry into a Material Definitive Agreement

 

 

 

On January 4, 2011, Annaly Capital Management, Inc. (the “Company”) entered into an underwriting agreement with Credit Suisse Securities (USA) LLC, Barclays Capital Inc., J.P. Morgan Securities LLC and RCap Securities, Inc. (collectively, the “Underwriters”), relating to the sale of 75,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), and the grant of an over-allotment option for an additional 11,250,000 shares of Common Stock to the Underwriters solely to fulfill over-allotments (the “Public Offering”). The Public Offering is expected to close on January 7, 2011.

 

 

 

The aggregate net proceeds of the Public Offering, excluding the proceeds the Company may obtain from the exercise of the over-allotment option, to the Company (after deducting estimated expenses) are estimated to be approximately $1.28 billion.

Item 9.01. Financial Statements and Exhibits.

 

 

 

 

 

(a) Not applicable.

 

 

 

 

 

(b) Not applicable.

 

 

 

 

 

(c) Not applicable.

 

 

 

 

 

(d) Exhibits:

 

 

 

 

 

 

1.1

Underwriting Agreement, dated January 4, 2011, between the Company and the Underwriters.

 

 

 

 

 

 

5.1

Opinion of K&L Gates LLP with respect to the legality of the shares.

 

 

 

 

 

 

23.1

Consent of K&L Gates LLP (included in Exhibit 5.1)



SIGNATURE

          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 hereunto duly authorized.

 

 

 

 

Annaly Capital Management, Inc.

 

 

 

 

By: 

     /s/ Kathryn Fagan

 

 


 

 

Name: Kathryn Fagan

 

 

Title: Chief Financial Officer

Date: January 7, 2011