Item 5. Other Information
ITEM 5. OTHER INFORMATION
On August 6, 2020, the Company amended and restated the separate Distribution Agency Agreements (collectively, as amended, the “Amended and Restated Sales Agreements”) previously entered into on January 3, 2018 (such prior agreements, the “Prior Sales Agreements”), as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2018, with each of Wells Fargo Securities, LLC, BofA Securities, Inc. (formerly known as Merrill Lynch, Pierce, Fenner & Smith, Incorporated), Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC and UBS Securities LLC (the “Sales Agents”). Under the terms of the Amended and Restated Sales Agreements, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $675,264,043 (the “Shares”) from time to time through any of the Sales Agents.
Pursuant to the Amended and Restated Sales Agreements, the Shares may be offered and sold through the Sales Agents in transactions deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the Amended and Restated Sales Agreements, each Sales Agent (at the Company’s election) will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company. Under the Amended and Restated Sales Agreements, the Company will pay each of the Sales Agents a commission that will not exceed, but may be lower than, 1.25% of the gross sales price per share of Shares sold through it. The Amended and Restated Sales Agreements contain
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customary representations, warranties and agreements of the Company and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions.
The terms and conditions of the Amended and Restated Sales Agreements are almost identical to the terms and conditions of the Prior Sales Agreements, except for (i) the removal of all references to the Manager as a result of the closing of the Internalization on June 30, 2020 and (ii) other administrative, conforming and otherwise non-material modifications.
Shares sold under the Amended and Restated Sales Agreements, if any, will be issued pursuant to the Company’s automatic shelf registration statement on Form S-3ASR (No. 333-229489), including the prospectus, dated February 1, 2019, and the prospectus supplement, dated February 20, 2019, as the same may be amended or supplemented.
The foregoing description of the Amended and Restated Sales Agreements is not complete and is qualified in its entirety by reference to the entire Amended and Restated Sales Agreements, copies of which are attached to this Quarterly Report on Form 10-Q as Exhibits 1.1 through 1.10, inclusive, and which are incorporated herein by reference.
ITEM 6. EXHIBITS
Exhibits:
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
Exhibit Number
Exhibit Description
1.1
Amended and Restated Distribution Agency Agreement, dated August 6, 2020, by and between Annaly Capital Management, Inc. and Wells Fargo Securities, LLC. †
1.2
Amended and Restated Distribution Agency Agreement, dated August 6, 2020, by and between Annaly Capital Management, Inc. and BofA Securities, Inc. (formerly known as Merrill Lynch, Pierce, Fenner & Smith, Incorporated). †
1.3
Amended and Restated Distribution Agency Agreement, dated August 6, 2020, by and between Annaly Capital Management, Inc. and Barclays Capital Inc. †
1.4
Amended and Restated Distribution Agency Agreement, dated August 6, 2020, by and between Annaly Capital Management, Inc. and Citigroup Global Markets Inc. †
1.5
Amended and Restated Distribution Agency Agreement, dated August 6, 2020, by and between Annaly Capital Management, Inc. and Credit Suisse Securities (USA) LLC. †
1.6
Amended and Restated Distribution Agency Agreement, dated August 6, 2020, by and between Annaly Capital Management, Inc. and Goldman Sachs & Co. LLC. †
1.7
Amended and Restated Distribution Agency Agreement, dated August 6, 2020, by and between Annaly Capital Management, Inc. and J.P. Morgan Securities LLC. †
1.8
Amended and Restated Distribution Agency Agreement, dated August 6, 2020, by and between Annaly Capital Management, Inc. and Keefe, Bruyette & Woods, Inc. †
1.9
Amended and Restated Distribution Agency Agreement, dated August 6, 2020, by and between Annaly Capital Management, Inc. and RBC Capital Markets, LLC. †
1.10
Amended and Restated Distribution Agency Agreement, dated August 6, 2020, by and between Annaly Capital Management, Inc. and UBS Securities LLC. †
10.1
2020 Equity Incentive Plan (incorporated herein by reference to Annex A to the Registrant’s proxy statement dated April 8, 2020).
10.2
Form of Deferred Stock Unit Award for Directors (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 21, 2020). *
10.3
Annaly Capital Management, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 1, 2020). *
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10.4
Form of Performance Stock Unit Award (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed July 1, 2020). *
10.5
Form of Restricted Stock Unit Award (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed July 1, 2020). *
31.1
Certification of David L. Finkelstein, Chief Executive Officer and Chief Investment Officer (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
31.2
Certification of Serena Wolfe, Chief Financial Officer (Principal Financial Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
32.1
Certification of David L. Finkelstein, Chief Executive Officer and Chief Investment Officer (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
32.2
Certification of Serena Wolfe, Chief Financial Officer (Principal Financial Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
101.INS XBRL
The instance document does not appear in the interactive data file because its Extensible Business Reporting Language (XBRL) tags are embedded within the Inline XBRL document. The following documents are formatted in Inline XBRL: (i) Consolidated Statements of Financial Condition at June 30, 2020 (Unaudited) and December 31, 2019 (Derived from the audited Consolidated Statement of Financial Condition at December 31, 2019); (ii) Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and six months ended June 30, 2020 and 2019; (iii) Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and six months ended June 30, 2020 and 2019; (iv) Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2020 and 2019; and (v) Notes to Consolidated Financial Statements (Unaudited).
101.SCH XBRL
Taxonomy Extension Schema Document †
101.CAL XBRL
Taxonomy Extension Calculation Linkbase Document †
101.DEF XBRL
Additional Taxonomy Extension Definition Linkbase Document Created †
101.LAB XBRL
Taxonomy Extension Label Linkbase Document †
101.PRE XBRL
Taxonomy Extension Presentation Linkbase Document †
104
The cover page for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (formatted in Inline XBRL and contained in Exhibit 101).
* Exhibit Numbers 10.2, 10.3, 10.4 and 10.5 are management contracts or compensatory plans required to be filed as Exhibits to this Form 10-Q.
† Submitted electronically herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York.
ANNALY CAPITAL MANAGEMENT, INC.
Dated:
August 6, 2020
By: /s/ David L. Finkelstein
David L. Finkelstein
Chief Executive Officer and Chief Investment Officer (Principal Executive Officer)
Dated:
August 6, 2020
By: /s/ Serena Wolfe
Serena Wolfe
Chief Financial Officer (Principal Financial Officer)
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