Annaly Capital Management, Inc. Announces Pricing of Public Offering of Series F Fixed-to-Floating Rate Cumulative Redeemable...
July 25 2017 - 04:15PM
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. LLC180 Varick St., 2nd Floor, New York,
New York 10014Attn: Prospectus DepartmentToll-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.
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Annaly Capital Management, Inc.Investor
Relations1-888-8Annalyinvestor@annaly.com
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