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):
August
5, 2015
ANNALY CAPITAL MANAGEMENT, INC.
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(Exact
name of registrant as specified in its charter)
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Maryland
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1-13447
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22-3479661
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification
No.)
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1211
Avenue of the Americas New
York, New York
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10036
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(Address of principal executive offices)
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(Zip
Code)
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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:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01
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Regulation FD Disclosure.
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On August 5, 2015, Annaly Capital Management, Inc. (the “Company”)
issued a joint press release with Chimera Investment Corporation. The
press release is furnished as Exhibit 99.1 hereto.
On August 5, 2015, the Company announced that its Board of Directors has
authorized the repurchase of up to $1 billion of its outstanding common
shares through December 31, 2016. The authorization does not obligate
the Company to acquire any particular amount of common shares and the
program may be suspended or discontinued at the Company’s discretion
without prior notice. A press release announcing the repurchase program
was issued and is attached hereto as Exhibit 99.2 and is incorporated by
reference herein.
Item 9.01.
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Financial Statements and Exhibits.
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(a) Not applicable.
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(b) Not applicable.
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(c) Not applicable.
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(d) Exhibits:
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99.1
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Press Release, dated August 5, 2015, issued jointly by the Company
and Chimera Investment Corporation
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99.2
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Press Release, dated August 5, 2015, issued by the Company related
to the authorization of a share repurchase program
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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.
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Annaly Capital Management, Inc.
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By:
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/s/
Glenn A. Votek
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Name:
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Glenn A. Votek
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Title:
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Chief Financial Officer
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Date:
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August 5, 2015
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Exhibit 99.1
Annaly
Capital Management, Inc. and Chimera Investment Corporation Announce
Internalization of Chimera’s Management
Transaction
to enable both companies to pursue independent strategies
Separation
to drive operational and economic efficiencies for both companies
Internalization
ensures continuity of Chimera’s experienced management team
NEW YORK--(BUSINESS WIRE)--August 5, 2015--Annaly Capital Management,
Inc. (NYSE: NLY) (“Annaly”) and Chimera Investment Corporation (NYSE:
CIM) (“Chimera”) today announced that Chimera has entered into an
agreement with Fixed Income Discount Advisory Company (“FIDAC”), a
wholly-owned subsidiary of Annaly, to internalize the management of
Chimera. In connection with the transaction, Chimera will purchase
Annaly’s 4.4% stake in Chimera for a purchase price of $126.4 million
($14.05 per share). The internalization is effective August 5, 2015.
Annaly and the independent members of the Chimera Board agreed to the
internalization in order to facilitate the pursuit of independent
strategies at both companies. The internalization also will result in
operational and economic efficiencies for Annaly and Chimera, while
ensuring continuity of Chimera’s experienced management team. Given the
resulting benefits to both companies, no contractual penalties will be
associated with the management agreement termination.
“We are proud to have contributed to Chimera’s growth since its
inception in 2007,” said Kevin Keyes, President and incoming Chief
Executive Officer of Annaly. “This transaction furthers Annaly’s
diversification strategy, allowing for more opportunistic capital
allocation and resource alignment around our investment initiatives.”
“It is the right time in Chimera’s evolution to internalize management
and move forward independently. This move maintains continuity of our
management team, while providing strategic, operational and financial
benefits that are in our shareholders’ best interests,” stated Chimera
Chairman Paul Donlin. “I would like to thank the Annaly team for their
partnership, and we look forward to the next phase of Chimera’s growth.”
As a result of the internalization, FIDAC personnel who focus their
efforts on Chimera will become employees of Chimera. All of Chimera’s
executive officers will remain in place. FIDAC will continue to provide
Chimera with infrastructure and personnel assistance while Chimera
transitions fully to its independent systems.
Credit Suisse is serving as exclusive financial advisor to Annaly. DLA
Piper is legal counsel to Annaly.
Dechert LLP is legal counsel to the independent members of the Chimera
Board.
Additional information is also available in Annaly’s second quarter 2015
earnings release that is issued today. The earnings release can be
accessed on Annaly’s website: http://www.annaly.com/investors/news.aspx
Additional information is also available in Chimera’s second quarter
2015 earnings release that is issued today. The earnings release can be
accessed on Chimera’s website: http://www.chimerareit.com/investors/news.aspx
About Annaly Capital Management, Inc.
Annaly’s principal business objective is to generate net income for
distribution to its shareholders from its investments. Annaly is a
Maryland corporation that has elected to be taxed as a real estate
investment trust (“REIT”). Annaly is managed and advised by Annaly
Management Company LLC.
About Chimera Investment Corporation
Chimera invests in residential mortgage loans, residential
mortgage-backed securities, real estate-related securities and various
other asset classes. Chimera’s principal business objective is to
generate income from the spread between yields on its investments and
its cost of borrowing and hedging activities. Chimera is a Maryland
corporation that has elected to be taxed as a REIT.
Other Information
For a discussion of the risks and uncertainties which could cause actual
results to differ from those contained in the forward-looking statements
for Annaly and Chimera, respectively, see “Risk Factors” in each of
Annaly’s and Chimera’s respective most recent Annual Report on Form 10-K
and any subsequent Quarterly Reports on Form 10-Q. Neither company
undertakes, and both 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.
CONTACT:
Annaly Capital Management, Inc.
Investor Relations,
888-8Annaly
www.annaly.com
or
Chimera Investment
Corporation
Investor Relations, 866-315-9930
www.chimerareit.com
Exhibit 99.2
Annaly
Capital Management, Inc. Announces Share Repurchase Program of $1 Billion
NEW YORK--(BUSINESS WIRE)--August 5, 2015--Annaly Capital Management,
Inc. (NYSE:NLY) (“Annaly” or the “Company”) today announced that its
Board of Directors has authorized the repurchase of up to $1 billion of
its outstanding common shares through December 31, 2016.
Purchases made pursuant to the program will be made in either the open
market or in privately negotiated transactions from time to time as
permitted by securities laws and other legal requirements. The timing,
manner, price and amount of any repurchases will be determined by the
Company in its discretion and will be subject to economic and market
conditions, stock price, applicable legal requirements and other
factors. The authorization does not obligate the Company to acquire any
particular amount of common shares and the program may be suspended or
discontinued at the Company’s discretion without prior notice. The Board
will assess the effects of this program at its completion.
About Annaly
Annaly’s principal business objective is to generate net income for
distribution to its shareholders from its investments. Annaly is a
Maryland corporation that has elected to be taxed as a real estate
investment trust (“REIT”). Annaly is managed and advised by Annaly
Management Company LLC.
Other Information
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 the
commercial mortgage business; credit risks related to our investments in
Agency CRT securities, commercial real estate assets, residential
mortgage-backed securities and related residential mortgage credit
assets and corporate debt; our ability to grow our residential mortgage
credit business; changes in government regulations affecting our
business; our ability to maintain our qualification as a REIT for
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.
CONTACT:
Annaly Capital Management, Inc.
Investor Relations,
888-8Annaly
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