We will pay cumulative dividends on the Series A Preferred Stock from, and including, the date of original issue at a rate of 7.625% per annum of the $25.00 liquidation preference per share (equivalent to the fixed annual rate of $1.90625 per share). Dividends on the Series A Preferred Stock will be payable quarterly in arrears on or about the 15th day of January, April, July and October of each year, beginning on October 15, 2012. The Series A Preferred Stock will rank senior to our common stock, par value $0.001 per share (our Ùcommon stockˆ), with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding-up of our affairs. The first dividend on the Series A Preferred Stock sold in this offering, which is payable in respect of the partial period ending on, and including, October 14, 2012, will be $0.254167 per share and is scheduled to be paid on October 15, 2012.
Generally, we may not redeem the Series A Preferred Stock prior to August 27, 2017, except in limited circumstances relating to our ability to continue to qualify as a real estate investment trust (ÙREITˆ) and except as described below upon the occurrence of a Change of Control (as defined herein). On or after August 27, 2017, we may, at our option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such Series A Preferred Stock to, but not including, the date of redemption. In addition, upon the occurrence of a Change of Control, as a result of which neither our common stock nor the common securities of the acquiring or surviving entity (or American Depositary Receipts (ÙADRsˆ) representing such securities) are listed on the New York Stock Exchange (the ÙNYSEˆ), the NYSE MKT (the ÙNYSE MKTˆ), or the NASDAQ Stock Market (ÙNASDAQˆ), or listed or quoted on a successor exchange or quotation system, we may, at our option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date (as defined herein), we have provided or provide notice of redemption with respect to the Series A Preferred Stock, the holders of Series A Preferred Stock will not have the conversion right described below. The Series A Preferred Stock has no maturity date and is not subject to mandatory redemption or any sinking fund. Holders of shares of the Series A Preferred Stock will generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances.
Upon the occurrence of a Change of Control, as a result of which neither our common stock nor the common securities of the acquiring or surviving entity (or ADRs representing such securities) are listed on the NYSE, the NYSE MKT or NASDAQ or listed or quoted on a successor exchange or quotation system, each holder of Series A Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem the Series A Preferred Stock) to convert some or all of the Series A Preferred Stock held by it into a number of shares of our common stock per share of Series A Preferred Stock which is equal to the lesser of: the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series A Preferred Stock dividend payment and prior to the corresponding Series A Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (as defined herein); and 1.7519 (the ÙShare Capˆ), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in this prospectus supplement.
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Annaly Capital Management is an internally-managed real estate investment trust. Co. is capital manager with investment strategies across mortgage finance and corporate middle market lending. Co. owns a portfolio of real estate related investments, including mortgage pass-through certificates, collateralized mortgage obligations, credit risk transfer securities, other securities representing interests in or obligations backed by pools of mortgage loans, residential mortgage loans, mortgage servicing rights and corporate debt. Co.'s three investment groups are primarily comprised of the following: Annaly Agency Group; Annaly Residential Credit Group; and Annaly Middle Market Lending Group. Preferreds: NLY.PRA, NLY.PRC, NLY.PRE, NLY.PRD, NLY.PRF, NLY.PRG, NLY.PRI Open the NLY Information Page » |
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