ANNALY CAPITAL MANAGEMENT, INC. UNDERWRITING AGREEMENT July 25, 2017Underwriting Agreement • July 31st, 2017 • 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 hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC (“Morgan Stanley”) is acting as representative (the “Representative”), 28,000,000 shares (the “Firm Securities”) of 6.95% series F fixed-to-floating rate cumulative redeemable preferred stock, liquidation preference $25.00 per share (the “Series F 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 4,200,000 shares of Series F 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 Securities will be established by the Articles Supplem
