ANNALY CAPITAL MANAGEMENT, INC. UNDERWRITING AGREEMENT May 9, 2012Underwriting Agreement • May 15th, 2012 • 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 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
