ANNALY CAPITAL MANAGEMENT, INC. 75,000,000 Shares of Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT January 4, 2011Underwriting Agreement • January 7th, 2011 • Annaly Capital Management Inc • Real estate investment trusts • New York
Annaly 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”), Barclays Capital Inc. (“Barclays”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Rcap Securities, Inc. are acting as representatives, an aggregate of 75,000,000 shares (the “Firm Shares”) of common stock, $0.01 par value (the “Common 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 11,250,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
