Annaly Capital Management, Inc. Announces Pricing of Public Offering of Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

Annaly Capital Management, Inc. (NYSE: NLY), a Maryland corporation (“Annaly” or the “Company”), today announced that it has priced a public offering of an original issuance of 16.0 million shares of its 6.750% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series I Preferred Stock”), liquidation preference $25.00 per share, for gross proceeds of approximately $400 million before deducting the underwriting discount and other estimated offering expenses. The offering is subject to customary closing conditions and is expected to close on or about June 27, 2019. The Company intends to apply to list the Series I Preferred Stock on the New York Stock Exchange under the symbol “NLYPrI.”

In connection with the offering, Annaly has granted the underwriters a thirty-day option to purchase up to an additional 2.4 million shares of Series I Preferred Stock solely to cover over-allotments.

Annaly intends to use the net proceeds of this offering to redeem up to all of its outstanding 7.625% Series C Cumulative Redeemable Preferred Stock, with an aggregate liquidation preference of $175.0 million, plus accrued but unpaid dividends payable therewith. Annaly intends to use the remaining net proceeds of this offering, if any, to acquire targeted assets under the Company’s capital allocation policy, which may include further diversification of its investments in Agency assets as well as residential, commercial and corporate credit assets. These investments include, without limitation, residential credit assets (including residential mortgage loans), middle market corporate debt, Agency MBS pools, to-be-announced forward contracts, adjustable rate mortgages, MSRs and commercial real estate loans, equity and securities. Annaly may also use the net proceeds for general corporate purposes, including, without limitation, to pay down obligations and other working capital items.

Morgan Stanley, BofA Merrill Lynch, J.P. Morgan, RBC Capital Markets, UBS Investment Bank, Citigroup, Goldman Sachs & Co. LLC and Keefe, Bruyette & Woods, A Stifel Company are acting as joint book-running managers for the offering. Sandler O’Neill + Partners, L.P and Scotiabank are acting as co-managers for the offering.

Annaly has filed a shelf registration statement and prospectus with the Securities and Exchange Commission (the “SEC”), and has filed a prospectus supplement for the offering to which this communication relates. Before you invest in the offering, you should read the prospectus supplement and the accompanying prospectus and other documents Annaly has filed with the SEC for more complete information about Annaly and the offering. You may obtain these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov. Alternatively, Annaly, the underwriters or any dealer participating in the offering will arrange to send you the prospectus supplement and accompanying prospectus if you request them by contacting: