UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 27, 2019

Annaly Capital Management, Inc.
(Exact name of registrant as specified in its charter)

Maryland
1-13447
22-3479661
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)


1211 Avenue of the Americas
10036
New York, New York
 
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code: (212) 696-0100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o





Item 1.01.     Entry into a Material Definitive Agreement.
On March 27, 2019, Annaly Capital Management, Inc. (the “Company”) and Annaly Management Company LLC (the “Manager”) entered into an amendment (the “Amendment”) to the Amended and Restated Management Agreement, dated as of August 1, 2018 (the “Management Agreement”), to reduce the management fee payable on stockholders' equity (as defined in the Management Agreement, "Stockholders' Equity") above $17.28 billion. Pursuant to the terms of the Amendment, the Company shall pay the Manager a monthly management fee in an amount equal to 1/12th of the sum of (i) 1.05% of Stockholders’ Equity up to $17.28 billion, and (ii) 0.75% of Stockholders’ Equity in excess of $17.28 billion. All other terms of the Management Agreement remain the same.  
The terms of the Amendment were reviewed and approved by the Board of Directors of the Company (the “Board”), with the unanimous approval of the Company’s independent directors. Board members Kevin G. Keyes and Wellington J. Denahan recused themselves from the Board’s discussion and vote on the Amendment.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01.
Financial Statements and Exhibits.
(d)    Exhibits.






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ANNALY CAPITAL MANAGEMENT, INC.
    

By:     /s/ Glenn A. Votek            
Name:    Glenn A. Votek
Title:     Chief Financial Officer

Dated: March 28, 2019








Exhibit 10.1

AMENDMENT NO. 1
TO
AMENDED AND RESTATED MANAGEMENT AGREEMENT
THIS AMENDMENT NO. 1, dated as of March 27, 2019 (this “ Amendment ”), to the Amended and Restated Management Agreement, dated as of August 1, 2018 (the “ Agreement ”), is made and entered into by and among Annaly Management Company LLC, a Delaware limited liability company (together with its permitted assignees, the “ Manager ”), Annaly Capital Management, Inc., a Maryland corporation (the “ Company ”), and each Subsidiary that becomes a party to the Agreement pursuant to Section 29 thereof.
WHEREAS, the Company and the Manager desire to amend Section 1(ab) of the Agreement in order to restructure the Management Fee.
NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
SECTION 1.     AMENDMENT .
The Agreement is hereby amended by deleting Section 1(ab) in its entirety and replacing in lieu thereof the following:
“(ab)    “ Management Fee ” means a management fee, payable (in cash) monthly in arrears, in an amount equal to one-twelfth of the sum of (i) 1.05% of the Opening Stockholders’ Equity Balance up to $17,281,255,093, and (ii) 0.75% of the Opening Stockholders’ Equity Balance in excess of $17,281,255,093; provided that the Opening Stockholders’ Equity Balance shall be adjusted by the Manager in the following manner:
(A)    at the end of a calendar month to reflect any changes that result from any of the events specified in clause (A) in the definition of “Stockholders’ Equity” during such calendar month from the Opening Stockholders’ Equity Balance; and
(B)    at the end of a calendar quarter to reflect any changes that result from the components specified in clauses (B), (C) or (D) in the definition of “Stockholders’ Equity” for such calendar quarter from the Opening Stockholders’ Equity Balance.
Since the Management Fee is to be paid monthly, and the components of Stockholders’ Equity specified in clauses (B), (C) and (D) will not be known until the end of the quarter in question, the Manager shall use the prior quarter’s value as an estimate for each monthly payment and will effect a reconciliation at the end of the quarter, so that the actual Management Fee paid for each quarter will be based on the values of the components specified in clauses (B), (C) and (D) at the end of that particular quarter.”
SECTION 2.     STATUS .
Except as expressly set forth herein, the Agreement has not been amended, revised or modified and all terms and provisions of the Agreement shall remain in full force and effect. From and after




the date hereof, all references to the Agreement shall refer to the Agreement as amended by this Amendment. Unless otherwise defined herein, initially capitalized terms have the meaning given them in the Agreement.
SECTION 3.     GOVERNING LAW .
This Amendment shall be governed by and construed in accordance with the applicable terms and provisions of Section 23 of the Agreement, which terms and provisions are incorporated herein by reference.
SECTION 4.     COUNTERPARTS .
This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Amendment shall become binding when one or more counterparts of this Amendment, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.
SECTION 5.     ELECTRONIC TRANSMISSION OR FACSIMILE .
The exchange of signatures by electronic transmission in .PDF or by facsimile is hereby authorized and shall be sufficient to bind the parties to the terms of this Amendment. This Amendment shall be deemed as executed when an executed copy hereof is electronically transmitted in .PDF or by facsimile by a party to any other party.
[SIGNATURE PAGE FOLLOWS]






IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

ANNALY CAPITAL MANAGEMENT, INC.

By:     /s/ Jonathan D. Green                
Name:    Jonathan D. Green
Title:    Lead Independent Director

ANNALY MANAGEMENT COMPANY LLC

By:     /s/ Kevin G. Keyes                
Name:    Kevin G. Keyes
Title:    Chairman, Chief Executive Officer and President


[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENT]