8-K - NLY - Equibles

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): August 6, 2021

Annaly Capital Management, Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-13447	22-3479661
(State or other jurisdiction of<br>incorporation or organization)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)
1211 Avenue of the Americas<br> <br>New York, New York	10036
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(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 (see General Instruction A.2. below):

☐	Written communication 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)
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☐	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br>Symbol(s)	Name of Each Exchange<br>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 1.01. Entry into a Material Definitive Agreement.

On August 6, 2021, Annaly Capital Management, Inc. (the “Company”) entered into an Amendment No. 1 (each, an “Amendment No. 1” and collectively, the “Amendments”) to each of the separate amended and restated Distribution Agency Agreements (collectively, each as amended by the applicable Amendment No. 1, the “Amended and Restated Sales Agreements”) previously entered into on August 6, 2020, as disclosed in the Company’s Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission (the “SEC”) on August 6, 2020, with each of RBC Capital Markets, LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., UBS Securities LLC and Wells Fargo Securities, LLC (the “Sales Agents”). Under the terms of the Amended and Restated Sales Agreements, the Company may offer and sell shares of its common stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $1,500,000,000 (the “Shares”) from time to time through any of the Sales Agents.

Pursuant to the Amended and Restated Sales Agreements, the Shares may be offered and sold through the Sales Agents in transactions deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the Amended and Restated Sales Agreements, each Sales Agent (at the Company’s election) will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company. Under the Amended and Restated Sales Agreements, the Company will pay each of the Sales Agents a commission that will not exceed, but may be lower than, 1.25% of the gross sales price per share of Shares sold through it. The Amended and Restated Sales Agreements contain customary representations, warranties and agreements of the Company and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions.

The Amendments (i) increased the number of shares of Common Stock which the Company may now sell through the Sales Agents, from time to time, under the Amended and Restates Sales Agreements to an aggregate offering price of up to $1,500,000,000 and (ii) extended the termination dates of the Amended and Restates Sales Agreements to December 31, 2027.

Shares sold under the Amended and Restated Sales Agreements, if any, will be issued pursuant to the Company’s automatic shelf registration statement on Form S-3ASR (No. 333-229489), including the prospectus, dated February 1, 2019, and the prospectus supplement, dated August 6, 2021, as the same may be amended or supplemented.

The foregoing description of the Amendments is not complete and is qualified in its entirety by reference to the entire Amendments, copies of which are attached hereto as Exhibits 1.1 through 1.10, inclusive, and which are incorporated herein by reference. A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Shares is attached to this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
1.1	Amendment No. 1 to the Amended and Restated Distribution Agency Agreement, dated August 6, 2021, by and between Annaly Capital Management, Inc. and RBC Capital Markets, LLC.
1.2	Amendment No. 1 to the Amended and Restated Distribution Agency Agreement, dated August 6, 2021, by and between Annaly Capital Management, Inc. and Barclays Capital Inc.
1.3	Amendment No. 1 to the Amended and Restated Distribution Agency Agreement, dated August 6, 2021, by and between Annaly Capital Management, Inc. and BofA Securities, Inc.
1.4	Amendment No. 1 to the Amended and Restated Distribution Agency Agreement, dated August 6, 2021, by and between Annaly Capital Management, Inc. and Citigroup Global Markets Inc.
1.5	Amendment No. 1 to the Amended and Restated Distribution Agency Agreement, dated August 6, 2021, by and between Annaly Capital Management, Inc. and Credit Suisse Securities (USA) LLC.
1.6	Amendment No. 1 to the Amended and Restated Distribution Agency Agreement, dated August 6, 2021, by and between Annaly Capital Management, Inc. and Goldman Sachs & Co. LLC.
1.7	Amendment No. 1 to the Amended and Restated Distribution Agency Agreement, dated August 6, 2021, by and between Annaly Capital Management, Inc. and J.P. Morgan Securities LLC.
1.8	Amendment No. 1 to the Amended and Restated Distribution Agency Agreement, dated August 6, 2021, by and between Annaly Capital Management, Inc. and Keefe, Bruyette & Woods, Inc.
1.9	Amendment No. 1 to the Amended and Restated Distribution Agency Agreement, dated August 6, 2021, by and between Annaly Capital Management, Inc. and UBS Securities LLC.
1.10	Amendment No. 1 to the Amended and Restated Distribution Agency Agreement, dated August 6, 2021, by and between Annaly Capital Management, Inc. and Wells Fargo Securities, LLC.
5.1	Opinion of Venable LLP.
23.1	Consent of Venable LLP (included in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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)
Date: August 6, 2021	By:	/s/ Anthony C. Green
	Name:	Anthony C. Green
	Title:	Chief Corporate Officer & Chief Legal Officer

EX-1.1

Exhibit 1.1

ANNALY CAPITAL MANAGEMENT, INC.

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENT

August 6, 2021

RBC Capital Markets, LLC

200 Vesey Street

Three World Financial Center, 11^th^ Floor

New York, New York 10281

Ladies and Gentlemen:

Reference is made to the Amended and Restated Distribution Agency Agreement, dated August 6, 2020 (the “Distribution Agency Agreement”), between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and RBC Capital Markets, LLC (the “Sales Agent”), pursuant to which the Company agreed to issue and sell from time to time through or to the Sales Agent, as sales agent and/or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”), on terms set forth therein. The Company also concurrently entered into separate distribution agency agreements (the “Amended and Restated Alternative Agreements”) with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., UBS Securities LLC and Wells Fargo Securities, LLC (each, an “Alternative Agent,” and together with the Sales Agent, the “Agents”), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company’s Common Stock on the terms set forth in Amended and Restated Alternative Agreements, each entered into concurrently and dated of even date with the Distribution Agency Agreement. All capitalized terms used in this Amendment No. 1 to the Distribution Agency Agreement between the Company and the Sales Agent (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agency Agreement. Whereas the Company contemplates filing a new prospectus supplement relating to $1,500,000,000 of shares of its Common Stock to issue and sell from time to time through or to the Sales Agent, on the terms set forth in the Distribution Agency Agreement, the Company and the Sales Agent agree to amend the Distribution Agency Agreement herein as follows. The Company is concurrently entering into separate amendments to the Amended and Restated Alternative Agreements with each Alternative Agent.

A. Amendments to Distribution Agency Agreement. The Distribution Agency Agreement is amended as follows (and except as specifically amended will otherwise remain in effect):

1. The fifth sentence of the first paragraph of Section 2(a) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

“Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), or if after such date, the most recently filed final prospectus supplement relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares.”

2. Section 11(c) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

“This Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December 31, 2027; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Sections 7, 9 and 10 shall remain in full force and effect.”

B. References to the Agreement and Amended and Restated Alternative Agreements. The parties to this Amendment agree that from and after the execution and delivery of this Amendment, references to “Agreement” or “Amended and Restated Alternative Agreements” in the Distribution Agency Agreement shall mean the Distribution Agency Agreement, as amended, and the Amended and Restated Alternative Agreements, as amended, respectively.

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Distribution Agency Agreement shall continue in full force and effect.

D. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows] ****

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement by and between the Sales Agent and the Company in accordance with its terms.

Very truly yours,
ANNALY CAPITAL MANAGEMENT, INC.
By:	/s/ David L. Finkelstein
	Name:	David L. Finkelstein
	Title:	Chief Executive Officer and Chief Investment Officer
CONFIRMED AND ACCEPTED, as of the date first above written:
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RBC CAPITAL MARKETS, LLC
By:	/s/ Saurabh Monga
Name:	Saurabh Monga
Title:	Managing Director

EX-1.2

Exhibit 1.2

ANNALY CAPITAL MANAGEMENT, INC.

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENT

August 6, 2021

Barclays Capital Inc.

745 Seventh Avenue

New York, New York, 10019

Ladies and Gentlemen:

Reference is made to the Amended and Restated Distribution Agency Agreement, dated August 6, 2020 (the “Distribution Agency Agreement”), between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and Barclays Capital Inc. (the “Sales Agent”), pursuant to which the Company agreed to issue and sell from time to time through or to the Sales Agent, as sales agent and/or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”), on terms set forth therein. The Company also concurrently entered into separate distribution agency agreements (the “Amended and Restated Alternative Agreements”) with BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an “Alternative Agent,” and together with the Sales Agent, the “Agents”), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company’s Common Stock on the terms set forth in Amended and Restated Alternative Agreements, each entered into concurrently and dated of even date with the Distribution Agency Agreement. All capitalized terms used in this Amendment No. 1 to the Distribution Agency Agreement between the Company and the Sales Agent (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agency Agreement. Whereas the Company contemplates filing a new prospectus supplement relating to $1,500,000,000 of shares of its Common Stock to issue and sell from time to time through or to the Sales Agent, on the terms set forth in the Distribution Agency Agreement, the Company and the Sales Agent agree to amend the Distribution Agency Agreement herein as follows. The Company is concurrently entering into separate amendments to the Amended and Restated Alternative Agreements with each Alternative Agent.

A. Amendments to Distribution Agency Agreement. The Distribution Agency Agreement is amended as follows (and except as specifically amended will otherwise remain in effect):

1. The fifth sentence of the first paragraph of Section 2(a) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

2. Section 11(c) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Distribution Agency Agreement shall continue in full force and effect.

[Signature Page Follows]

Very truly yours,
ANNALY CAPITAL MANAGEMENT, INC.
By:	/s/ David L. Finkelstein
	Name:	David L. Finkelstein
	Title:	Chief Executive Officer and Chief Investment Officer
CONFIRMED AND ACCEPTED, as of the date first above written:
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BARCLAYS CAPITAL INC.
By:	/s/ Jaime Cohen
Name:	Jaime Cohen
Title:	Managing Director

EX-1.3

Exhibit 1.3

ANNALY CAPITAL MANAGEMENT, INC.

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENT

August 6, 2021

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Reference is made to the Amended and Restated Distribution Agency Agreement, dated August 6, 2020 (the “Distribution Agency Agreement”), between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and BofA Securities, Inc. (the “Sales Agent”), pursuant to which the Company agreed to issue and sell from time to time through or to the Sales Agent, as sales agent and/or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”), on terms set forth therein. The Company also concurrently entered into separate distribution agency agreements (the “Amended and Restated Alternative Agreements”) with Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an “Alternative Agent,” and together with the Sales Agent, the “Agents”), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company’s Common Stock on the terms set forth in Amended and Restated Alternative Agreements, each entered into concurrently and dated of even date with the Distribution Agency Agreement. All capitalized terms used in this Amendment No. 1 to the Distribution Agency Agreement between the Company and the Sales Agent (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agency Agreement. Whereas the Company contemplates filing a new prospectus supplement relating to $1,500,000,000 of shares of its Common Stock to issue and sell from time to time through or to the Sales Agent, on the terms set forth in the Distribution Agency Agreement, the Company and the Sales Agent agree to amend the Distribution Agency Agreement herein as follows. The Company is concurrently entering into separate amendments to the Amended and Restated Alternative Agreements with each Alternative Agent.

A. Amendments to Distribution Agency Agreement. The Distribution Agency Agreement is amended as follows (and except as specifically amended will otherwise remain in effect):

1. The fifth sentence of the first paragraph of Section 2(a) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

2. Section 11(c) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Distribution Agency Agreement shall continue in full force and effect.

[Signature Page Follows]

Very truly yours,
ANNALY CAPITAL MANAGEMENT, INC.
By:	/s/ David L. Finkelstein
	Name:	David L. Finkelstein
	Title:	Chief Executive Officer and Chief Investment Officer
CONFIRMED AND ACCEPTED, as of the date first above written:
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BOFA SECURITIES, INC.
By:	/s/ William Addas
Name:	William Addas
Title:	Managing Director

EX-1.4

Exhibit 1.4

ANNALY CAPITAL MANAGEMENT, INC.

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENT

August 6, 2021

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

Reference is made to the Amended and Restated Distribution Agency Agreement, dated August 6, 2020 (the “Distribution Agency Agreement”), between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and Citigroup Global Markets Inc. (the “Sales Agent”), pursuant to which the Company agreed to issue and sell from time to time through or to the Sales Agent, as sales agent and/or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”), on terms set forth therein. The Company also concurrently entered into separate distribution agency agreements (the “Amended and Restated Alternative Agreements”) with BofA Securities, Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an “Alternative Agent,” and together with the Sales Agent, the “Agents”), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company’s Common Stock on the terms set forth in Amended and Restated Alternative Agreements, each entered into concurrently and dated of even date with the Distribution Agency Agreement. All capitalized terms used in this Amendment No. 1 to the Distribution Agency Agreement between the Company and the Sales Agent (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agency Agreement. Whereas the Company contemplates filing a new prospectus supplement relating to $1,500,000,000 of shares of its Common Stock to issue and sell from time to time through or to the Sales Agent, on the terms set forth in the Distribution Agency Agreement, the Company and the Sales Agent agree to amend the Distribution Agency Agreement herein as follows. The Company is concurrently entering into separate amendments to the Amended and Restated Alternative Agreements with each Alternative Agent.

A. Amendments to Distribution Agency Agreement. The Distribution Agency Agreement is amended as follows (and except as specifically amended will otherwise remain in effect):

1. The fifth sentence of the first paragraph of Section 2(a) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

2. Section 11(c) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Distribution Agency Agreement shall continue in full force and effect.

[Signature Page Follows]

Very truly yours,
ANNALY CAPITAL MANAGEMENT, INC.
By:	/s/ David L. Finkelstein
	Name:	David L. Finkelstein
	Title:	Chief Executive Officer and Chief Investment Officer
CONFIRMED AND ACCEPTED, as of the date first above written:
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CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Ian Wesson
Name:	Ian Wesson
Title:	Managing Director

EX-1.5

Exhibit 1.5

ANNALY CAPITAL MANAGEMENT, INC.

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENT

August 6, 2021

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

Ladies and Gentlemen:

Reference is made to the Amended and Restated Distribution Agency Agreement, dated August 6, 2020 (the “Distribution Agency Agreement”), between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and Credit Suisse Securities (USA) LLC (the “Sales Agent”), pursuant to which the Company agreed to issue and sell from time to time through or to the Sales Agent, as sales agent and/or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”), on terms set forth therein. The Company also concurrently entered into separate distribution agency agreements (the “Amended and Restated Alternative Agreements”) with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an “Alternative Agent,” and together with the Sales Agent, the “Agents”), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company’s Common Stock on the terms set forth in Amended and Restated Alternative Agreements, each entered into concurrently and dated of even date with the Distribution Agency Agreement. All capitalized terms used in this Amendment No. 1 to the Distribution Agency Agreement between the Company and the Sales Agent (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agency Agreement. Whereas the Company contemplates filing a new prospectus supplement relating to $1,500,000,000 of shares of its Common Stock to issue and sell from time to time through or to the Sales Agent, on the terms set forth in the Distribution Agency Agreement, the Company and the Sales Agent agree to amend the Distribution Agency Agreement herein as follows. The Company is concurrently entering into separate amendments to the Amended and Restated Alternative Agreements with each Alternative Agent.

A. Amendments to Distribution Agency Agreement. The Distribution Agency Agreement is amended as follows (and except as specifically amended will otherwise remain in effect):

1. The fifth sentence of the first paragraph of Section 2(a) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

2. Section 11(c) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Distribution Agency Agreement shall continue in full force and effect.

[Signature Page Follows]

Very truly yours,
ANNALY CAPITAL MANAGEMENT, INC.
By:	/s/ David L. Finkelstein
	Name:	David L. Finkelstein
	Title:	Chief Executive Officer and Chief Investment Officer
CONFIRMED AND ACCEPTED, as of the date first above written:
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CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Craig Wiele
Name:	Craig Wiele
Title:	Managing Director

EX-1.6

Exhibit 1.6

ANNALY CAPITAL MANAGEMENT, INC.

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENT

August 6, 2021

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Ladies and Gentlemen:

Reference is made to the Amended and Restated Distribution Agency Agreement, dated August 6, 2020 (the “Distribution Agency Agreement”), between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and Goldman Sachs & Co. LLC (the “Sales Agent”), pursuant to which the Company agreed to issue and sell from time to time through or to the Sales Agent, as sales agent and/or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”), on terms set forth therein. The Company also concurrently entered into separate distribution agency agreements (the “Amended and Restated Alternative Agreements”) with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an “Alternative Agent,” and together with the Sales Agent, the “Agents”), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company’s Common Stock on the terms set forth in Amended and Restated Alternative Agreements, each entered into concurrently and dated of even date with the Distribution Agency Agreement. All capitalized terms used in this Amendment No. 1 to the Distribution Agency Agreement between the Company and the Sales Agent (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agency Agreement. Whereas the Company contemplates filing a new prospectus supplement relating to $1,500,000,000 of shares of its Common Stock to issue and sell from time to time through or to the Sales Agent, on the terms set forth in the Distribution Agency Agreement, the Company and the Sales Agent agree to amend the Distribution Agency Agreement herein as follows. The Company is concurrently entering into separate amendments to the Amended and Restated Alternative Agreements with each Alternative Agent.

A. Amendments to Distribution Agency Agreement. The Distribution Agency Agreement is amended as follows (and except as specifically amended will otherwise remain in effect):

1. The fifth sentence of the first paragraph of Section 2(a) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

2. Section 11(c) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Distribution Agency Agreement shall continue in full force and effect.

[Signature Page Follows]

Very truly yours,
ANNALY CAPITAL MANAGEMENT, INC.
By:	/s/ David L. Finkelstein
	Name:	David L. Finkelstein
	Title:	Chief Executive Officer and Chief Investment Officer
CONFIRMED AND ACCEPTED, as of the date first above written:
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GOLDMAN SACHS & CO. LLC
By:	/s/ Mariano Mallol
Name:	Mariano Mallol
Title:	Managing Director

EX-1.7

Exhibit 1.7

ANNALY CAPITAL MANAGEMENT, INC.

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENT

August 6, 2021

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

Reference is made to the Amended and Restated Distribution Agency Agreement, dated August 6, 2020 (the “Distribution Agency Agreement”), between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and J.P. Morgan Securities LLC (the “Sales Agent”), pursuant to which the Company agreed to issue and sell from time to time through or to the Sales Agent, as sales agent and/or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”), on terms set forth therein. The Company also concurrently entered into separate distribution agency agreements (the “Amended and Restated Alternative Agreements”) with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an “Alternative Agent,” and together with the Sales Agent, the “Agents”), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company’s Common Stock on the terms set forth in Amended and Restated Alternative Agreements, each entered into concurrently and dated of even date with the Distribution Agency Agreement. All capitalized terms used in this Amendment No. 1 to the Distribution Agency Agreement between the Company and the Sales Agent (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agency Agreement. Whereas the Company contemplates filing a new prospectus supplement relating to $1,500,000,000 of shares of its Common Stock to issue and sell from time to time through or to the Sales Agent, on the terms set forth in the Distribution Agency Agreement, the Company and the Sales Agent agree to amend the Distribution Agency Agreement herein as follows. The Company is concurrently entering into separate amendments to the Amended and Restated Alternative Agreements with each Alternative Agent.

A. Amendments to Distribution Agency Agreement. The Distribution Agency Agreement is amended as follows (and except as specifically amended will otherwise remain in effect):

1. The fifth sentence of the first paragraph of Section 2(a) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

2. Section 11(c) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Distribution Agency Agreement shall continue in full force and effect.

[Signature Page Follows]

Very truly yours,
ANNALY CAPITAL MANAGEMENT, INC.
By:	/s/ David L. Finkelstein
	Name:	David L. Finkelstein
	Title:	Chief Executive Officer and Chief Investment Officer
CONFIRMED AND ACCEPTED, as of the date first above written:
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J.P. MORGAN SECURITIES LLC
By:	/s/ Stephanie Little
Name:	Stephanie Little
Title:	Executive Director

EX-1.8

Exhibit 1.8

ANNALY CAPITAL MANAGEMENT, INC.

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENT

August 6, 2021

Keefe, Bruyette & Woods, Inc.

787 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Reference is made to the Amended and Restated Distribution Agency Agreement, dated August 6, 2020 (the “Distribution Agency Agreement”), between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and Keefe, Bruyette & Woods, Inc. (the “Sales Agent”), pursuant to which the Company agreed to issue and sell from time to time through or to the Sales Agent, as sales agent and/or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”), on terms set forth therein. The Company also concurrently entered into separate distribution agency agreements (the “Amended and Restated Alternative Agreements”) with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an “Alternative Agent,” and together with the Sales Agent, the “Agents”), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company’s Common Stock on the terms set forth in Amended and Restated Alternative Agreements, each entered into concurrently and dated of even date with the Distribution Agency Agreement. All capitalized terms used in this Amendment No. 1 to the Distribution Agency Agreement between the Company and the Sales Agent (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agency Agreement. Whereas the Company contemplates filing a new prospectus supplement relating to $1,500,000,000 of shares of its Common Stock to issue and sell from time to time through or to the Sales Agent, on the terms set forth in the Distribution Agency Agreement, the Company and the Sales Agent agree to amend the Distribution Agency Agreement herein as follows. The Company is concurrently entering into separate amendments to the Amended and Restated Alternative Agreements with each Alternative Agent.

A. Amendments to Distribution Agency Agreement. The Distribution Agency Agreement is amended as follows (and except as specifically amended will otherwise remain in effect):

1. The fifth sentence of the first paragraph of Section 2(a) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

2. Section 11(c) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Distribution Agency Agreement shall continue in full force and effect.

[Signature Page Follows]

Very truly yours,
ANNALY CAPITAL MANAGEMENT, INC.
By:	/s/ David L. Finkelstein
	Name:	David L. Finkelstein
	Title:	Chief Executive Officer and Chief Investment Officer
CONFIRMED AND ACCEPTED, as of the date first above written:
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KEEFE, BRUYETTE & WOODS, INC.
By:	/s/ Jennifer Fuller
Name:	Jennifer Fuller
Title:	Managing Director

EX-1.9

Exhibit 1.9

ANNALY CAPITAL MANAGEMENT, INC.

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENT

August 6, 2021

UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Ladies and Gentlemen:

Reference is made to the Amended and Restated Distribution Agency Agreement, dated August 6, 2020 (the “Distribution Agency Agreement”), between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and UBS Securities LLC (the “Sales Agent”), pursuant to which the Company agreed to issue and sell from time to time through or to the Sales Agent, as sales agent and/or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”), on terms set forth therein. The Company also concurrently entered into separate distribution agency agreements (the “Amended and Restated Alternative Agreements”) with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC (each, an “Alternative Agent,” and together with the Sales Agent, the “Agents”), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company’s Common Stock on the terms set forth in Amended and Restated Alternative Agreements, each entered into concurrently and dated of even date with the Distribution Agency Agreement. All capitalized terms used in this Amendment No. 1 to the Distribution Agency Agreement between the Company and the Sales Agent (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agency Agreement. Whereas the Company contemplates filing a new prospectus supplement relating to $1,500,000,000 of shares of its Common Stock to issue and sell from time to time through or to the Sales Agent, on the terms set forth in the Distribution Agency Agreement, the Company and the Sales Agent agree to amend the Distribution Agency Agreement herein as follows. The Company is concurrently entering into separate amendments to the Amended and Restated Alternative Agreements with each Alternative Agent.

A. Amendments to Distribution Agency Agreement. The Distribution Agency Agreement is amended as follows (and except as specifically amended will otherwise remain in effect):

1. The fifth sentence of the first paragraph of Section 2(a) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

2. Section 11(c) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Distribution Agency Agreement shall continue in full force and effect.

[Signature Page Follows]

Very truly yours,
ANNALY CAPITAL MANAGEMENT, INC.
By:	/s/ David L. Finkelstein
	Name:	David L. Finkelstein
	Title:	Chief Executive Officer and Chief Investment Officer
CONFIRMED AND ACCEPTED, as of the date first above written:
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UBS SECURITIES LLC
By:	/s/ Souren G. Ouzounian
Name:	Souren G. Ouzounian
Title:	Managing Director
By:	/s/ James Anderson
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Name:	James Anderson
Title:	Managing Director

EX-1.10

Exhibit 1.10

ANNALY CAPITAL MANAGEMENT, INC.

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENT

August 6, 2021

Wells Fargo Securities, LLC

375 Park Avenue

New York, New York, 10152

Ladies and Gentlemen:

Reference is made to the Amended and Restated Distribution Agency Agreement, dated August 6, 2020 (the “Distribution Agency Agreement”), between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and Wells Fargo Securities, LLC (the “Sales Agent”), pursuant to which the Company agreed to issue and sell from time to time through or to the Sales Agent, as sales agent and/or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”), on terms set forth therein. The Company also concurrently entered into separate distribution agency agreements (the “Amended and Restated Alternative Agreements”) with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC and UBS Securities LLC (each, an “Alternative Agent,” and together with the Sales Agent, the “Agents”), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company’s Common Stock on the terms set forth in Amended and Restated Alternative Agreements, each entered into concurrently and dated of even date with the Distribution Agency Agreement. All capitalized terms used in this Amendment No. 1 to the Distribution Agency Agreement between the Company and the Sales Agent (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agency Agreement. Whereas the Company contemplates filing a new prospectus supplement relating to $1,500,000,000 of shares of its Common Stock to issue and sell from time to time through or to the Sales Agent, on the terms set forth in the Distribution Agency Agreement, the Company and the Sales Agent agree to amend the Distribution Agency Agreement herein as follows. The Company is concurrently entering into separate amendments to the Amended and Restated Alternative Agreements with each Alternative Agent.

A. Amendments to Distribution Agency Agreement. The Distribution Agency Agreement is amended as follows (and except as specifically amended will otherwise remain in effect):

1. The fifth sentence of the first paragraph of Section 2(a) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

2. Section 11(c) of the Distribution Agency Agreement is hereby deleted and replaced with the following:

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Distribution Agency Agreement shall continue in full force and effect.

[Signature Page Follows]

Very truly yours,
ANNALY CAPITAL MANAGEMENT, INC.
By:	/s/ David L. Finkelstein
	Name:	David L. Finkelstein
	Title:	Chief Executive Officer and Chief Investment Officer
CONFIRMED AND ACCEPTED, as of the date first above written:
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WELLS FARGO SECURITIES, LLC
By:	/s/ Lear Beyer
Name:	Lear Beyer
Title:	Managing Director

EX-5.1

Exhibit 5.1

750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202<br><br><br>T 410.244.7400 F 410.244.7742 www.Venable.com

August 6, 2021

Annaly Capital Management, Inc.

1211 Avenue of the Americas

New York, NY 10036

Re:	Registration Statement on Form S-3 (File No. 333-229489)

Ladies and Gentlemen:

We have served as Maryland counsel to Annaly Capital Management, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration of up to $1,500,000,000 in shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, in an at-the-market offering covered by the above-referenced Registration Statement on Form S-3, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement and the related form of prospectus included therein and the supplement thereto, each in the form in which it was filed with the Commission under the Securities Act;

2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company (the “Board”), relating to, among other matters, the sale and issuance of the Shares, certified as of the date hereof by an officer of the Company;

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August 6, 2021

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6. A certificate executed by an officer of the Company, dated as of the date hereof; and

7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article XI of the Charter.

6. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

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Annaly Capital Management, Inc.

August 6, 2021

Page 3

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and if delivered against payment therefor in accordance with the Registration Statement and the Resolutions, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the laws of any other jurisdiction. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,
/s/ Venable LLP