Annaly Capital Management, Inc. Announces Pricing of Public Offering of Series I Fixed-to-Floating Rate Cumulative Redeemable...
June 20 2019 - 5:00PM
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 16.0
million shares of its 6.750% Series I Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock (the “Series I Preferred
Stock”), liquidation preference $25.00 per share, for gross
proceeds of approximately $400 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 June 27, 2019. The Company intends to apply to
list the Series I Preferred Stock on the New York Stock Exchange
under the symbol “NLYPrI.”
In connection with the offering, Annaly has granted the
underwriters a thirty-day option to purchase up to an additional
2.4 million shares of Series I Preferred Stock solely to cover
over-allotments.
Annaly intends to use the net proceeds of this offering to
redeem up to all of its outstanding 7.625% Series C Cumulative
Redeemable Preferred Stock, with an aggregate liquidation
preference of $175.0 million, plus accrued but unpaid dividends
payable therewith. Annaly intends to use the remaining net proceeds
of this offering, if any, 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
debt, Agency MBS pools, to-be-announced forward contracts,
adjustable rate mortgages, MSRs and commercial real estate loans,
equity and securities. Annaly may also use the net proceeds for
general corporate purposes, including, without limitation, to pay
down obligations and other working capital items.
Morgan Stanley, BofA Merrill Lynch, J.P. Morgan, RBC Capital
Markets, UBS Investment Bank, Citigroup, Goldman Sachs & Co.
LLC and Keefe, Bruyette & Woods, A Stifel Company are acting as
joint book-running managers for the offering. Sandler O’Neill +
Partners, L.P and Scotiabank are acting as co-managers for the
offering.
Annaly has filed a shelf registration statement and prospectus
with the Securities and Exchange Commission (the “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. LLC 180 Varick Street New York, New
York 10014 Attention: Prospectus Department Email:
prospectus@morganstanley.com
This press release does not constitute an offer to sell or the
solicitation of an offer to buy shares of Series I 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 and to preserve capital through 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 financing; changes in the market value
of our assets; changes in business conditions and the general
economy; our ability to grow our commercial real estate business;
our ability to grow our residential mortgage credit business; our
ability to grow our middle market lending 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;
our ability to consummate any contemplated investment
opportunities; changes in government regulations and policy
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 Relations 1-888-8Annaly
investor@annaly.com
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