ANNALY CAPITAL MANAGEMENT INC (Form: 8-K, Received: 01/05/2021 06:39:40)

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)

January 4, 2021

Annaly Capital Management Inc

(Exact Name of Registrant as Specified in its Charter)


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

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

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

Not Applicable

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share	NLY	New York Stock Exchange




6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.F	New York Stock Exchange
6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.G	New York Stock Exchange
6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.I	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this report is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 4, 2021, Annaly Capital Management, Inc. (the “Company”) filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland which, effective January 4, 2021, reclassified and redesignated (i) all 18,400,000 authorized but unissued shares of the Company’s 7.50% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series D Preferred Stock”), (ii) 2,550,000 authorized but unissued shares of the Company’s 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series G Preferred Stock”), and (iii) 700,000 authorized but unissued shares of the Company’s 6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series I Preferred Stock”), as shares of undesignated common stock, par value $0.01 per share, of the Company. On December 23, 2020, prior to the effectiveness of the Articles Supplementary, the Company redeemed all 18,400,000 shares of issued and outstanding Series D Preferred Stock. The Articles Supplementary became effective on January 4, 2021. As of January 4, 2021, no shares of Series D Preferred Stock, 17,000,000 shares of Series G Preferred Stock and 17,700,000 shares of Series I Preferred Stock were authorized, issued and outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

3.1						Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland effective on January 4, 2021.

101						Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).

104						Cover page interactive data file (formatted in iXBRL in Exhibit 101).

SIGNATURE

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

ANNALY CAPITAL MANAGEMENT, INC.

(REGISTRANT)

By:

/s/ Anthony C. Green

Name: Anthony C. Green

Title: Chief Corporate Officer & Chief Legal Officer

Dated: January 4, 2021

Exhibit 3.1

ANNALY CAPITAL MANAGEMENT, INC.

ARTICLES SUPPLEMENTARY

Annaly Capital Management, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article VI of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, reclassified and designated:

(a)18,400,000 authorized but unissued shares (the “Unissued Series D Preferred Stock”) of the Corporation’s 7.50% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series D Preferred Stock”), as shares of undesignated common stock, par value $0.01 per share (the “Common Stock”), of the Corporation;

(b)2,550,000 authorized but unissued shares (the “Unissued Series G Preferred Stock”) of the Corporation’s 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series G Preferred Stock”), as shares of undesignated Common Stock; and

(c)700,000 authorized but unissued shares (the “Unissued Series I Preferred Stock” and, together with the Unissued Series D Preferred Stock and Unissued Series G Preferred Stock, the “Reclassified Preferred Stock”) of the Corporation’s 6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series I Preferred Stock”), as shares of undesignated Common Stock.

SECOND: The Common Stock classified as set forth above shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of shares of Common Stock as set forth in the Charter.

THIRD: The foregoing shares of Reclassified Preferred Stock have been reclassified and designated by the Board of Directors under the authority contained in the Charter.

FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law. The total number of authorized shares of capital stock of the Corporation will not change as a result of these Articles Supplementary.

FIFTH: These Articles Supplementary shall become effective at 5:30 p.m., Eastern Time, on January 4, 2021 (the “Effective Time”).

SIXTH: At the Effective Time, the total number of shares of capital stock which the Corporation has authority to issue is 3,000,000,000, consisting of 2,936,500,000 shares of Common Stock, 28,800,000 shares of 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, 17,000,000 shares of Series G Preferred Stock and 17,700,000 shares of Series I Preferred Stock. The aggregate par value of all shares of stock having par value is $30,000,000.

SEVENTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed in its name and on its behalf by its Chief Executive Officer and Chief Investment Officer and attested to by its Chief Corporate Officer, Chief Legal Officer and Secretary on this 4th day of January, 2021.


ATTEST:			ANNALY CAPITAL MANAGEMENT, INC.

By: /s/ Anthony C. Green Name: Anthony C. Green Title: Chief Corporate Officer, Chief Legal Officer and Secretary			By: /s/ David L. Finkelstein Name: David L. Finkelstein Title: Chief Executive Officer and Chief Investment Officer