Annaly Capital Management, Inc. Announces 3rd Quarter 2022 Common Stock Dividend and Reverse Stock Split
08 Septembre 2022 - 10:15PM
Business Wire
Annaly Capital Management, Inc. (NYSE: NLY) (the “Company” or
“Annaly”) announced today that its Board of Directors declared the
third quarter common stock dividend and has unanimously approved a
reverse stock split of the Company’s common stock at a ratio of
1-for-4.
3rd Quarter Common Stock Dividend
The Board of Directors of the Company declared the third quarter
2022 common stock cash dividend of $0.88 per share of the Company’s
common stock (maintaining the Company’s dividend of $0.22 per share
before the reverse stock split, adjusted for the 1-for-4 reverse
stock split). This dividend is payable October 31, 2022, to common
stockholders of record on September 30, 2022 (based on the number
of shares of common stock held by each stockholder on such date
after giving effect to the reverse stock split). The ex-dividend
date is September 29, 2022.
1-for-4 Reverse Stock Split
The reverse stock split is expected to take effect following the
close of business on September 23, 2022 (the “Effective Time”).
Accordingly, at the Effective Time, every four issued and
outstanding shares of the Company’s common stock will be converted
into one share of the Company’s common stock. The Company’s common
stock is expected to begin trading on the New York Stock Exchange
on a post-reverse stock split basis beginning on September 26,
2022, under a new CUSIP number: 035710839.
The Company is implementing the reverse stock split with the
objective of reducing Annaly’s number of shares of common stock
outstanding to more closely align with the number of common shares
outstanding for companies of a similar market capitalization. As a
result of the reverse stock split, the number of outstanding shares
of Annaly’s common stock will be reduced from approximately 1.8
billion to approximately 445 million. Furthermore, the Company
believes the reverse stock split will make the common stock more
attractive to a broader range of investors, which has the potential
to reduce share price volatility over time.
No fractional shares will be issued in connection with the
reverse stock split. Instead, each stockholder that would hold
fractional shares as a result of the reverse stock split will be
entitled to receive, in lieu of such fractional shares, cash in an
amount based on the closing price of the Company's common stock on
the New York Stock Exchange on September 23, 2022. The reverse
stock split will apply to all of the Company’s outstanding shares
of common stock and therefore will not affect any stockholder’s
ownership percentage of shares of the Company’s common stock,
except for de minimis changes resulting from the payment of cash in
lieu of fractional shares. Stockholders of record will be receiving
information from Computershare Trust Company, N.A., the Company’s
transfer agent (“Computershare”), regarding their stock ownership
following the reverse stock split and, if applicable, payments of
cash in lieu of fractional shares.
Stockholders with certificated shares of common stock will
receive a letter of transmittal from Computershare with
instructions on how to surrender certificates representing
pre-reverse stock split shares, which will become book-entry shares
post-reverse stock split. Stockholders should not send in their
pre-reverse stock split certificates until they receive a letter of
transmittal (which will also include a lost securities affidavit
with respect to any certificate that cannot be located) from
Computershare. In order to receive new shares of the Company’s
common stock, cash payments in lieu of fractional shares, and any
future dividends or distributions the Company may declare with a
record date after the Effective Time of the reverse stock split,
stockholders must return these certificated shares of common stock
or a lost securities affidavit. Stockholders with book-entry shares
or who hold their shares through a bank, broker, or other nominee
will not need to take any action.
About Annaly
Annaly is a leading diversified capital manager with investment
strategies across mortgage finance. Annaly’s principal business
objective is to generate net income for distribution to its
stockholders and to optimize its returns through prudent management
of its diversified investment strategies. Annaly is internally
managed and has elected to be taxed as a real estate investment
trust, or REIT, for federal income tax purposes.
Forward-Looking Statements
This news release and our public documents to which we refer
contain or incorporate by reference certain forward-looking
statements which are based on various assumptions (some of which
are beyond our control) and may be identified by reference to a
future period or periods or by the use of forward-looking
terminology, such as “may,” “will,” “should,” “estimate,”
“project,” “believe,” “expect,” “anticipate,” “continue,” or
similar terms or variations on those terms or the negative of those
terms. Actual results could differ materially from those set forth
in forward-looking statements due to a variety of factors,
including, but not limited to, risks and uncertainties related to
the COVID-19 pandemic, including as related to adverse economic
conditions on real estate-related assets and financing conditions
(and our outlook for our business in light of these conditions,
which is uncertain); changes in interest rates; changes in the
yield curve; changes in prepayment rates; the availability of
mortgage-backed securities and other securities for purchase; the
availability of financing and, if available, the terms of any
financing; changes in the market value of our assets; changes in
business conditions and the general economy; operational risks or
risk management failures by us or critical third parties, including
cybersecurity incidents; our ability to grow our residential credit
business; credit risks related to our investments in credit risk
transfer securities, residential mortgage-backed securities, and
related residential mortgage credit assets; risks related to
investments in mortgage servicing rights; our ability to consummate
any contemplated investment opportunities; changes in government
regulations or policy affecting our business; our ability to
maintain our qualification as a REIT for U.S. federal income tax
purposes; and our ability to maintain our exemption from
registration under the Investment Company Act. For a discussion of
the risks and uncertainties which could cause actual results to
differ from those contained in the forward-looking statements, see
“Risk Factors” in our most recent Annual Report on Form 10-K and
any subsequent Quarterly Reports on Form 10-Q. The Company does not
undertake, and specifically disclaims any obligation, to publicly
release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated
or unanticipated events or circumstances after the date of such
statements, except as required by law.
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Annaly Capital Management, Inc. Investor Relations 1-888-8Annaly
investor@annaly.com
Annaly Capital Management (NYSE:NLY)
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