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.

(Exact name of registrant as specified in its charter)

Maryland

 

1-13447

 

22-3479661

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

1211 Avenue of the Americas
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:

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

Regulation FD Disclosure.

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.


Item 8.01

Other Events.

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.

Financial Statements and Exhibits.

  (a) Not applicable.
 
(b) Not applicable.
 
(c) Not applicable.
 
(d) Exhibits:
 
99.1 Press Release, dated August 5, 2015, issued jointly by the Company and Chimera Investment Corporation
 
99.2 Press Release, dated August 5, 2015, issued by the Company related to the authorization of a share repurchase program


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/ Glenn A. Votek

Name:

Glenn A. Votek

Title:

Chief Financial Officer

 
 

Date:

August 5, 2015



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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