ANNALY CAPITAL MANAGEMENT, INC. UNDERWRITING AGREEMENT May 9, 2012Underwriting Agreement • May 15th, 2012 • Annaly Capital Management Inc • Real estate investment trusts • New York
Contract Type FiledMay 15th, 2012 Company Industry JurisdictionAnnaly Capital Management, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A annexed hereto (the “Underwriters”),for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC are acting as representatives, 11,000,000 shares (the “Firm Securities”) of series C cumulative redeemable preferred stock, liquidation preference $25.00 per share (the “Series C Preferred Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,650,000 shares of Series C Preferred Stock (the “Additional Securities”). The Firm Securities and the Additional Securities are hereinafter collectively sometimes referred to as the “Securities.” The Securities are described in the Prospectus which is referred to below. The
ANNALY CAPITAL MANAGEMENT, INC. UNDERWRITING AGREEMENT May 9, 2012Underwriting Agreement • May 14th, 2012 • Annaly Capital Management Inc • Real estate investment trusts • New York
Contract Type FiledMay 14th, 2012 Company Industry JurisdictionAnnaly Capital Management, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC (“Credit Suisse”), Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and UBS Securities LLC is acting as representatives, $750,000,000 of its 5.00% Convertible Senior Notes due 2015 (the “Firm Securities”). In addition, solely for the purposes of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional $112,500,000 principal amount of its 5.00% Convertible Senior Notes due 2015 (the “Additional Securities”). The Firm Securities and the Additional Securities are hereinafter collectively sometimes referred to as the “Securities.” The Securities are described in the Prospectus which is referred to below.