April 12, 2013
Via E-mail
By EDGAR Transmission
Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
100 F Street, N.E.
Washington, D.C. 20549-4631
Attention: Nicholas P. Panos
| Re: | CreXus Investment Corporation |
| Schedule 13E-3, Schedule TO-T and Schedule TO-T/A |
| File No. 005-85012 |
| Filed by Annaly Capital Management, Inc. and CXS Acquisition Corporation |
Ladies and Gentlemen:
In accordance with a conversation of today between David Bernstein of K&L Gates LLP and Nicholas P. Panos of the Staff of the Securities and Exchange Commission, Annaly Capital Management, Inc.(“Annaly”) and CXS Acquisition Corporation (“Acquisition”) undertake that if they file a further amendment to the Schedules TO-T and TO-T/A that they have filed with regard to the tender offer for all the shares of CreXus common stock that Annaly does not already own, they will, in order fully to comply with Rule 1014(c) of Regulation M-A, include in that further amendment a statement, supplementing Schedule 13E-3, Item 8, “Fairness of the Transaction,” that the tender offer described in the Schedule TO-T was not approved by the stockholders of CreXus or any other security holders.
Very truly yours,
/s/ R. Nicholas Singh
R. Nicholas Singh
Secretary of CXS Acquisition Corporation
/s/ R. Nicholas Singh
R. Nicholas Singh
Chief Legal Officer of Annaly
Capital Management, Inc.