Annaly Capital Management, Inc. Declares Short Period Common Stock Dividend in Connection with Acquisition of Hatteras & Regu...
July 01 2016 - 8:00AM
Business Wire
In accordance with the terms of the merger agreement by and
between Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”),
Ridgeback Merger Sub Corporation and Hatteras Financial Corp.
(“Hatteras”), dated as of April 10, 2016 (the “Merger Agreement”),
the Annaly Board of Directors has declared a common stock cash
dividend for the period from July 1 through July 11, 2016. The
Annaly Board of Directors also declared its regular third quarter
preferred stock dividends for its outstanding series of preferred
stock as well as for the newly designated Annaly 7.625% Series E
Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”)
to be issued upon the consummation of the merger between Annaly and
Hatteras (the “Merger”) in exchange for each outstanding share of
Hatteras 7.625% Series A Preferred Stock.
Short Period Common Stock Dividend in
Connection with Annaly’s Acquisition of Hatteras
In accordance with the terms of the Merger Agreement, the Annaly
Board of Directors has declared a common stock cash dividend of
$0.03587 per common share for the period from July 1 through July
11, 2016. This dividend is payable July 14, 2016, to common
shareholders of record as of 5:00 p.m. on July 11, 2016. The
ex-dividend date is July 7, 2016. The Annaly Board of Directors
expects that any quarterly dividend it may declare for the third
quarter of 2016 would be reduced by this amount.
Dividends may be reinvested through the Company's Dividend
Reinvestment and Share Purchase Plan. Plan information may be
obtained from the Plan Administrator, Computershare at
1-800-301-5234, at www.annaly.com, or by contacting the Company.
Regular Third Quarter Preferred Stock
Dividends
The Annaly Board of Directors also declared the following
preferred stock dividends:
In accordance with the terms of Annaly’s 7.875% Series A
Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”)
the Annaly Board of Directors has declared a Series A Preferred
Stock cash dividend for the third quarter of 2016 of $0.492188 per
share of Series A Preferred Stock. This dividend is payable on
September 30, 2016, to Series A Preferred Stock shareholders of
record as of September 1, 2016.
In accordance with the terms of Annaly’s 7.625% Series C
Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”),
the Annaly Board of Directors has declared a Series C Preferred
Stock cash dividend for the third quarter of 2016 of $0.476563 per
share of Series C Preferred Stock. This dividend is payable on
September 30, 2016 to Series C Preferred Stock shareholders of
record as of September 1, 2016.
In accordance with the terms of Annaly’s 7.50% Series D
Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”),
the Annaly Board of Directors has declared a Series D Preferred
Stock cash dividend for the third quarter of 2016 of $0.46875 per
share of Series D Preferred Stock. This dividend is payable on
September 30, 2016 to Series D Preferred Stock shareholders of
record as of September 1, 2016.
In addition, pursuant to the Merger Agreement, if the Merger is
consummated, Annaly will exchange one share of newly designated
Annaly Series E Preferred Stock for each outstanding share of
Hatteras 7.625% Series A Preferred Stock. The Annaly Board of
Directors has declared a Series E Preferred Stock cash dividend for
the third quarter of 2016 of $0.476563 per share of Series E
Preferred Stock, subject to the consummation of the Merger and the
issuance of the Series E Preferred Stock. Subject to these
conditions, this dividend is payable on September 30, 2016 to
Series E Preferred Stock shareholders of record as of September 1,
2016.
General
Annaly’s principal business objectives are to generate net
income for distribution to its shareholders from its investments
and capital preservation. 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.
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; 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
federal income tax purposes; our ability to maintain our exemption
from registration under the Investment Company Act of 1940, as
amended; and our ability to consummate the proposed acquisition of
Hatteras Financial Corp. on a timely basis or at all, and potential
business disruption following such acquisition. 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.
Additional Information and Where to Find
It
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares, nor is it a substitute for the exchange offer materials
that Annaly and its merger subsidiary have filed with the
Securities and Exchange Commission (“SEC”). Annaly and its merger
subsidiary have filed a tender offer statement on Schedule TO,
Annaly has filed a registration statement on Form S-4, and Hatteras
has filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC with respect to the exchange offer. THE EXCHANGE OFFER
MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT CONTAIN IMPORTANT
INFORMATION. HATTERAS SHAREHOLDERS ARE URGED TO READ THESE
DOCUMENTS (AS THEY MAY BE AMENDED FROM TIME TO TIME) CAREFULLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF HATTERAS
SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
EXCHANGING THEIR SECURITIES. The Offer to Exchange, the related
Letter of Transmittal and certain other exchange offer documents,
as well as the Solicitation/Recommendation Statement, are available
to all holders of Hatteras common stock at no expense to them. The
exchange offer materials and the Solicitation/Recommendation
Statement are available for free at the SEC’s website at
www.sec.gov. Additional copies may be obtained for free by
contacting Annaly’s Investor Relations department at 1-888-8Annaly
(1-888-816-6159).
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Annaly Capital Management, Inc.Investor
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