Annaly Capital Management, Inc. (NYSE:NLY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On October5, 2017, Annaly Capital Management, Inc. (the “Company”) and Annaly Management Company LLC entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to (i)the offer and sale of 65,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and (ii)the grant by the Company to the Underwriters of an option to purchase up to an additional 9,750,000 shares of Common Stock (together, the “Shares”). The offering closed on October11, 2017. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form8-Kand the description of the Underwriting Agreement contained herein is qualified in its entirety by reference to such exhibit.

The offering was conducted to the Company’s Registration Statement on FormS-3(FileNo.333-209447). The offering was made to the prospectus supplement, dated October5, 2017, and the accompanying prospectus, dated February9, 2016, filed with the Securities and Exchange Commission to Rule 424(b) of the Securities Act of 1933, as amended.

A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Shares is attached to this Current Report on Form 8-K as Exhibit 5.1. A copy of the opinion of Hunton& Williams LLP with respect to certain tax matters is attached to this Current Report on Form 8-K as Exhibit 8.1.

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ANNALY CAPITAL MANAGEMENT INC Exhibit
EX-1.1 2 d460270dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION ANNALY CAPITAL MANAGEMENT,…
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About Annaly Capital Management, Inc. (NYSE:NLY)

Annaly Capital Management, Inc. (Annaly) is a mortgage real estate investment trust (REIT). The Company’s principal business objectives are to generate net income for distribution to its stockholders from its investments and capital preservation. Its portfolio also includes residential credit investments, such as credit risk transfer securities and non-agency mortgage-backed securities. Its business operations primarily consist of Annaly Commercial Real Estate Group, Inc. (ACREG), which specializes in originating or acquiring, financing and managing commercial loans and other commercial real estate debt, commercial mortgage-backed securities and other commercial real estate-related assets; Annaly Middle Market Lending LLC (MML), which engages in corporate middle market lending transactions, and RCap Securities, Inc. (RCap), which operates as a broker-dealer, and is a member of the Financial Industry Regulatory Authority (FINRA). It is managed by Annaly Management Company LLC.