Press Release
February 21, 2013

Goodwin Procter Advises CreXus Investment in $1B Merger With Annaly Capital

A team of Goodwin Procter attorneys recently advised the special committee of the board of directors of CreXus Investment Corp. (NYSE: CXS) in its $1 billion merger with Annaly Capital Management (NYSE: NLY), the largest mortgage REIT listed on the New York Stock Exchange.

Under the terms of the agreement, Annaly will acquire all of the outstanding shares of common stock of CreXus not currently owned by Annaly for $13.00 per share in cash, plus a pro-rated dividend through the end of the tender offer period. The $13.00 per share price represents a 17.1% premium over the share price on November 9, 2012, the day prior to Annaly announcing its interest in acquiring CreXus.

Maryland-based CreXus acquires, manages and finances, directly or through its subsidiaries, commercial mortgage loans and other commercial real estate debt, commercial real property, commercial mortgage-backed securities and other commercial and residential real estate-related assets.

Annaly, headquartered in New York, owns and manages assets and funds on behalf of institutional and individual investors worldwide. The company manages a portfolio of mortgage backed securities, including mortgage pass through certificates, collateralized mortgage obligations and other securities.

The Goodwin deal team was led by Gil Menna and included John Haggerty, Yoel KranzNeal Sandford and Andrew Sucoff.

For additional information regarding the transactions, please read the press release distributed by CreXus Investment Corp.