Business Context and Reporting Period
This Form 8-K filing by New Residential Investment Corp. (Note: Request metadata listed "Rithm Capital Corp.", but the filing text identifies the registrant as New Residential Investment Corp.) reports a material definitive agreement entered into on January 30, 2017. The report date is February 3, 2017.
Key Financial Metrics and Transaction Details
- Capital Raised: The Company agreed to sell 56,545,787 shares of common stock at a price of $15.00 per share.
- Offering Structure: The total share count includes 7,375,537 shares pursuant to the underwriters' full exercise of their option to purchase additional shares.
- Use of Proceeds: A portion of the net proceeds is expected to fund the purchase of approximately $97 billion unpaid principal balance of conventional mortgage servicing rights from CitiMortgage, Inc.
- Liquidity and Debt: The filing does not provide specific values for current revenue, profit, cash flow, margins, or existing debt levels.
Material Changes and Unusual Items
The primary material change is the execution of an underwriting agreement to raise capital. A notable unusual item involves a related-party transaction: a portion of the proceeds will be used to purchase assets from CitiMortgage, Inc., an affiliate of one of the underwriters (Citigroup). The underwriters and their affiliates have provided and may continue to provide various banking and investment services to the Company.
Guidance, Outlook, and Risks
The offering is expected to close on February 3, 2017, subject to customary conditions. The filing includes standard indemnification agreements where the Company agrees to indemnify underwriters against certain liabilities under the Securities Act of 1933. No specific forward-looking financial guidance or management commentary regarding future earnings is provided in this text.
Investor Verification Checklist
- Verify the closing date of the offering (expected February 3, 2017) and confirm the final share count.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific conditions to closing and indemnification details.
- Confirm the final allocation of proceeds toward the $97 billion mortgage servicing rights purchase from CitiMortgage, Inc.
- Check for any subsequent filings regarding the completion of the transaction or changes in the use of proceeds.