MFA FINANCIAL, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The offering is being conducted pursuant to the Company's Registration Statement
on Form S-3 (File No. 333-233337). The offering was made pursuant to the
prospectus supplement, dated
A copy of the opinion of
Item 3.03. Material Modifications to Rights of Security Holders.
On
The Series C Articles Supplementary, among other things, provide that the
Company will pay cumulative cash dividends on the Series C Preferred Stock when
and as declared by the Company's Board of Directors. The initial dividend rate
for the Series C Preferred Stock, from and including
The Series C Preferred Stock ranks senior to the Common Stock, with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company.
The Series C Preferred Stock will not be redeemable before
Upon the occurrence of a Change of Control, each holder of Series C Preferred Stock will have the right
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(subject to the Company's election to redeem the Series C Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined in the Series C Articles Supplementary)) to convert some or all of the Series C Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Common Stock per share of Series C Preferred Stock determined by formula, in each case, on the terms and subject to the conditions described in the Series C Articles Supplementary, including provisions for the receipt, under specified circumstances, of alternative consideration.
There are restrictions on ownership of the Series C Preferred Stock intended to preserve the Company's qualification as a REIT. Holders of Series C Preferred Stock generally have no voting rights, but have limited voting rights if the Company fails to pay dividends for six or more full quarterly dividend periods (whether or not consecutive) and under certain other circumstances.
A copy of the Series C Articles Supplementary and Form of Series C Preferred Stock Certificate are filed as Exhibits 3.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The description of the terms of the Series C Articles Supplementary in this Item 3.03 is qualified in its entirety by reference to Exhibit 3.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information about the Series C Articles Supplementary set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated February 25, 2020 , by and between
the Company and Morgan Stanley & Co. LLC , as representative of the
several underwriters listed on Schedule A attached thereto.
3.1 Articles Supplementary to the Amended and Restated Articles of
Incorporation of the Company, as amended and supplemented,
designating the Company's 6.50% Series C Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock, par value $0.01 per share
(filed with the SEC as Exhibit 3.10 to the Company's Registration
Statement on Form 8-A filed on February 28, 2020 and incorporated
herein by reference).
4.1 Specimen of certificate representing the 6.50% Series C
Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (filed
with the SEC as Exhibit 4.4 to the Company's Registration Statement
on Form 8-A filed on February 28, 2020 and incorporated herein by
reference).
5.1 Opinion of Venable LLP , dated February 28, 2020 , regarding the
legality of the 6.50% Series C Fixed-to-Floating Rate Cumulative
Redeemable Preferred Stock.
23.1 Consent of Venable LLP (included in Exhibit 5.1 hereto).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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