UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2021
NEW RESIDENTIAL INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware
| 001-35777
| 45-3449660
|
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1345 Avenue of the Americas, 45th Floor New York, New York | 10105
|
| (Address of principal executive offices) | (Zip Code) |
| | |
| Registrant’s telephone number, including area code | (212) 479-3195 |
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol: | Name of each exchange on which registered: |
Common Stock, $0.01 par value per share
| NRZ
| New York Stock Exchange
|
7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
| NRZ PR A
| New York Stock Exchange
|
7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
| NRZ PR B
| New York Stock Exchange
|
6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
| NRZ PR C
| New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act | ☐ |
Item 1.01 Entry into a Material Definitive Agreement.
On April 14, 2021, New Residential Investment Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by and between the Company and Citigroup Global Markets Inc., as representative of the several underwriters named therein (collectively, 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 45,000,000 shares of the Company’s common stock at a price of $10.10 per share, and granted the Underwriters an option (the “Option”) for 30 days to purchase up to an additional 6,750,000 shares of the Company’s common stock at a price of $10.10 per share. On April 16, 2021, the Underwriters exercised the Option, in part, to purchase an additional 6,725,000 shares of common stock. The shares of common stock are being sold pursuant to a prospectus supplement, dated April 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 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 April 19, 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. Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC served as financial advisors to the Company in connection with its acquisition of all of the issued and outstanding equity interests of Caliber Home Loans, Inc., a Delaware corporation and wholly owned subsidiary of LSF (as defined below) (“Caliber”), pursuant to the Stock Purchase Agreement, dated April 14, 2021, by and among the Company, LSF Pickens Holdings, LLC, a Delaware limited liability company (“LSF”) and an affiliate of Lone Star Funds, and Caliber (the “Acquisition”).
The net proceeds from the sale of common stock in the offering is expected to be used to finance the Acquisition and to pay related fees and expenses, and any remaining proceeds for investments and general corporate purposes. In the event that the Caliber acquisition does not occur, the Company intends to use the net proceeds from this offering for general corporate purposes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
| | |
| | Underwriting Agreement, dated April 14, 2021, between New Residential Investment Corp. and Citigroup Global Markets Inc. |
| | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
| | 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. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | NEW RESIDENTIAL INVESTMENT CORP. (Registrant) |
| | | |
| | /s/ Nicola Santoro, Jr. |
| | Nicola Santoro, Jr. |
| | Chief Financial Officer and Chief Accounting Officer |
Date: April 19, 2021
