SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
March 25, 2021
Annaly Capital Management Inc
(Exact Name of Registrant as Specified in its Charter)
|(State or other jurisdiction of incorporation or organization)||(Commission File Number)||(IRS Employer Identification No.)|
| || |
|1211 Avenue of the Americas|| |
|(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:
☐ 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 8.01 Other Events.
Master Purchase Agreement
On March 25, 2021, Annaly Capital Management Inc., a Maryland corporation ( the “Company” or “Annaly”), entered into a Master Purchase Agreement (the “Purchase Agreement”) with the Sellers listed on Schedule 1 thereto and Slate Real Estate Capital L.P. and Slate Grocery REIT (together, the “Buyers”) pursuant to which Annaly will divest its Commercial Real Estate Group to the Buyers, which originates and invests in commercial mortgage loans, commercial mortgage-backed securities, mezzanine loans and commercial real estate properties that generate current cash flow, through the sale of certain direct and indirect equity interests, loan assets and commercial mortgage-backed securities owned by the Company and its subsidiaries (the “Transaction”).
Pursuant to the Purchase Agreement, the Buyers will pay a purchase price of $2,330,000,000, subject to certain adjustments specified therein, including for indebtedness, cash, invested capital, capital returns and interest payments.
The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement.
Each party’s obligation to consummate the Transaction pursuant to the Purchase Agreement is subject to customary closing conditions as set out therein, including, among others, (i) subject to certain exceptions, the accuracy of the representations and warranties of the parties; (ii) performance in all material respects by each of the parties of its covenants and agreements; (iii) receipt of certain required regulatory approvals and third-party consents; and (iv) the absence of any law or order from any governmental entity prohibiting consummation of the Transaction. The parties expect that the transfer and sale of Annaly’s Commercial Real Estate business to the Buyers will be completed by the third quarter of 2021.
The Purchase Agreement includes certain customary termination rights for each of the Company and the Buyers.
On March 25, 2021, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in Item 8.01 to this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 8.01 to this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed incorporated by reference into any filing or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.
Forward- Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act and Private Securities Litigation Reform Act, as amended, including those relating to the expected consummation of the Transaction and other statements that are predictive in nature. These forward-looking statements are based on current expectations, forecasts and projections about the Transaction, industry and markets in which the Company operates and management’s current beliefs and assumptions. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms. These statements relate to future and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company’s filings with the SEC. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
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.
/s/ Anthony C. Green
Name: Anthony C. Green
Title: Chief Corporate Officer & Chief Legal Officer
Dated: March 25, 2021