Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

NEW RESIDENTIAL INVESTMENT CORP.

(NRZ)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

NEW RESIDENTIAL INVESTMENT CORP. : Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

09/17/2021 | 09:31am EDT

Item 1.01. Entry into a Material Definitive Agreement.

On September 14, 2021, New Residential Investment Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the "Underwriters"). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

Pursuant to the Underwriting Agreement, subject to the terms and conditions expressed therein, the Company agreed to sell to the Underwriters an aggregate of 17,000,000 shares of the Company's 7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share, with a liquidation preference of $25.00 per share (the "Series D Preferred Stock"). In connection with the offering, the Company has granted the Underwriters an option for 30 days to purchase up to an additional 2,550,000 shares of the Series D Preferred Stock. The shares of the Series D Preferred Stock are being sold pursuant to a prospectus supplement, dated September 14, 2021, and related prospectus, dated August 1, 2019, each filed with the Securities and Exchange Commission, relating to the Company's automatic shelf registration statement on Form S-3 (File No. 333-232952).

The Company has separately agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended. If the Company is unable to provide the required indemnification, the Company has agreed to contribute to payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing. The offering is expected to close on September 17, 2021, subject to the conditions stated in the Underwriting Agreement.

Certain of the Underwriters and their affiliates have in the past provided, are currently providing and may in the future from time to time provide, investment banking and other financing, trading, banking, research, transfer agent and trustee services to the Company, its subsidiaries and its affiliates, for which they have in the past received, and may currently or in the future receive, fees and expenses. The net proceeds from the sale of common stock in the offering is expected to be used for investments and general corporate purposes. Additionally, certain of the Underwriters and their affiliates may sell assets to the Company from time to time.

Item 3.03. Material Modifications to Rights of Security Holders.

On September 17, 2021, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware to designate 19,550,000 shares of the Company's authorized preferred stock as the 7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share ("Series D Preferred Stock"), with the powers, designations, preferences and other rights as set forth therein. The Certificate of Designations became effective upon filing on September 17, 2021.

The Certificate of Designations provides that the Company will pay, when, as and if declared by the Company's board of directors, out of funds legally available for the payment of dividends, quarterly cumulative cash dividends on the Series D Preferred Stock, in arrears, on or about the 15th day of each February, May, August and November (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day) (i) for each dividend period from, and including, September 17, 2021 to, but excluding, November 15, 2026 (the "First Reset Date"), 7.00% per annum, and (ii) for each dividend period beginning on the First Reset Date, during each reset period, the five-year treasury rate as of the most recent Reset Dividend Determination Date (as defined in the Certificate of Designations) plus 6.223% per annum.

--------------------------------------------------------------------------------

The Series D Preferred Stock ranks senior to the Company's 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 D Preferred Stock will not be redeemable before November 15, 2026, except under certain limited circumstances intended to preserve the Company's qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes and except upon the occurrence of a Change of Control (as defined in the Certificate of Designations). On or after November 15, 2026, the Company may, at its option, upon not less than 30 nor more than 60 days' written notice, redeem the Series D Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date, without interest.

Upon the occurrence of a Change of Control, the Company may, as its option, upon not less than 30 nor more than 60 days' written notice, redeem the Series D Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date, without interest. The Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company's common stock in connection with a Change of Control by the holders of Series D Preferred Stock.

Upon the occurrence of a Change of Control, each holder of Series D Preferred Stock will have the right (subject to the Company's election to redeem the Series D Preferred Stock, in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined in the Certificate of Designations)) to convert some or all of the Series D Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Company's common stock per share of Series D Preferred Stock determined by formula, in each case, on the terms and subject to the conditions described in the Certificate of Designations, including provisions for the receipt, under specified circumstances, of alternative consideration.

There are restrictions on ownership of the Series D Preferred Stock intended to preserve the Company's qualification as a REIT. Holders of Series D 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.

The foregoing description of the terms of the Series D Preferred Stock is qualified in its entirety by reference to the Certificate of Designations, a copy of which is filed as Exhibit 3.7 to the Company's Form 8-A filed on September 17, 2021 and is incorporated herein by reference. A copy of the form of a certificate representing Series D Preferred Stock is filed as Exhibit 4.1 to the Company's Form 8-A filed on September 17, 2020 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year.



The information about the Certificate of Designations 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.

(d) Exhibits. The following exhibits are being filed herewith:

  No.                                     Description
  1.1      Underwriting Agreement, dated September 14, 2021, by and between New
           Residential Investment Corp. and Morgan Stanley & Co. LLC, as
           representative of the several underwriters named therein.

  3.1      Certificate of Designations of New Residential Investment Corp.,
           designating the Company's 7.00% Fixed-Rate Reset Series D Cumulative
           Redeemable Preferred Stock, par value $0.01 per share (filed with the SEC
           as Exhibit 3.7 on Form 8-A filed on September 17, 2021 and incorporated
           herein by reference).

  4.1      Form of certificate representing the 7.00% Fixed-Rate Reset Series D
           Cumulative Redeemable Preferred Stock of New Residential Investment Corp.
           (filed with the SEC as Exhibit 4.1 on Form 8-A on September 17, 2021 and
           incorporated herein by reference).

  5.1      Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

  23.1     Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit
           5.1).

  104      Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document.


--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

All news about NEW RESIDENTIAL INVESTMENT CORP.
10/18NEW RESIDENTIAL INVESTMENT CORP. : Schedules Third Quarter 2021 Earnings Release and Confe..
BU
10/12NEW RESIDENTIAL INVESTMENT : Acquisition of Genesis adds complementary capabilities in bus..
PU
10/12NEW RESIDENTIAL INVESTMENT CORP. : Other Events, Financial Statements and Exhibits (form 8..
AQ
10/11Financial Stocks Weaken in Afternoon Trade
MT
10/11Financial Stocks Retreat From Early Gains
MT
10/11Financial Stocks Advance Pre-Bell Monday
MT
10/11NEW RESIDENTIAL INVESTMENT : Enters Agreement With Goldman Sachs Affiliates to Acquire Gen..
MT
10/11NEW RESIDENTIAL INVESTMENT CORP. : to Acquire Genesis Capital LLC
BU
09/30NEW RESIDENTIAL INVESTMENT : Barclays Reinstates New Residential Investment at Overweight ..
MT
09/22NEW RESIDENTIAL INVESTMENT CORP. : Declares Third Quarter 2021 Preferred Dividends
BU
More news
Analyst Recommendations on NEW RESIDENTIAL INVESTMENT CORP.
More recommendations