Item 1.01. Entry into a Material Definitive Agreement.
The Warrants
On
The Warrants to be issued pursuant to the Investment Agreement were allocated among and issued at the Closing Date to the Purchasers and their affiliates as follows:
· Warrants to purchase 11,111,732 shares of Common Stock were issued to the
Apollo Purchaser at an initial exercise price of$1.66 (the closing price of the Common Stock onMay 22, 2020 (the last closing price per share immediately preceding execution of the term sheet between the Company andApollo Management Holdings L.P. relating to, among other matters, the transactions described in this Form 8-K)), subject to adjustment, and for 11,111,732 shares of Common Stock at an initial exercise price of$2.08 (125% of the closing price per share of the Common Stock onMay 22, 2020 ), subject to adjustment.
· Warrants to purchase 1,481,564 shares of Common Stock were issued to Athene
at an initial exercise price of
shares of Common Stock at an initial exercise price of
adjustment.
· Warrants to purchase 5,926,257 shares of Common Stock were issued to Athene
Annuity & Life Company ("Athene Annuity and Life Assignee" and together with Athene Annuity and Life Assurance Assignee, the "Assignees") at an initial exercise price of$1.66 , subject to adjustment, and for 5,926,257 shares of Common Stock at an initial exercise price of$2.08 , subject to adjustment.
Registration Rights Agreement
Pursuant to the Investment Agreement, on the Closing Date, the Company, the
Purchasers and the Assignees entered into a registration rights agreement (the
"Registration Rights Agreement"), pursuant to which the Purchasers and the
Assignees are entitled to customary registration rights with respect to the
shares of Common Stock the Purchasers or their affiliates have agreed to
purchase in open market or privately negotiated transactions pursuant to the
terms of the Investment Agreement and shares of Common Stock for which the
Warrants may be exercised. Under the terms of the Registration Rights Agreement,
the Company is required to prepare and file a resale registration statement with
the
The descriptions of the Warrants and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the forms of the Warrants and Registration Rights Agreement filed herewith as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
Reinstatement Agreement
In connection with the closing of the transactions discussed above, as well as
certain financing transactions previously reported by the Company, on
As a result of entering into the Reinstatement Agreement, default interest on
the Company's outstanding borrowings under each Repo Agreement ceased to accrue
as of
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Credit Agreement
On the Closing Date, the Company and
The description of the Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to the form of the Credit Agreement filed
herewith as an exhibit to this Current Report on Form 8-K and the description of
the principal terms of the Credit Agreement set forth in the
Item 3.02. Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuances of the Warrants pursuant to the Investment Agreement are exempt from registration under the Securities Act 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), by virtue of the exemption provided by Section 4(a)(2) the Securities Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 8.01. Other Events.
On
Cautionary Note Regarding Forward Looking Statements
As discussed therein, each of this Form 8-K and the Press Release contains
forward-looking statements within the meaning of the Securities Act and the
Exchange Act and, as such, may involve known and unknown risks, uncertainties
and assumptions. These forward-looking statements relate to MFA's current
expectations and are subject to the limitations and qualifications set forth in
this Form 8-K and the Press Release as well as in the Company's other documents
filed with the
These forward-looking statements include information about possible or assumed
future results with respect to MFA's business, financial condition, liquidity,
results of operations, plans and objectives. Statements regarding the following
subjects, among others, may be forward-looking: the Company's ability to
accurately estimate information related to its operations and financial
condition subsequent to the end of the first quarter (particularly in light of
the highly volatile and uncertain market conditions); the Company's ability to
accurately estimate information related to its operations and financial
condition as of
These forward-looking statements are based on beliefs, assumptions and expectations of MFA's future performance, taking into account information currently available. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect MFA. Except as required by law, MFA is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Exhibit No. Description 10.1* Credit Agreement, datedJune 15, 2020 , among MFResidential AssetsHolding Corp. , the Company, the lenders party thereto andWilmington Trust, National Association , as administrative agent and collateral agent. 10.2* Investment Agreement, datedJune 15, 2020 , by and between the Company and the Purchasers. 10.3 Registration Rights Agreement, datedJune 26, 2020 , by and among the Company, the Purchasers and the Assignees. 10.4 Form of Warrant, datedJune 26, 2020 . 10.5* Reinstatement Agreement, dated as ofJune 26, 2020 , by and among the Company and the several Participating Counterparties thereto. 99.1 Press release, datedJuly 29, 2020 , ofMFA Financial, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Certain schedules and similar attachments have been omitted in reliance on
Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K.
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