Business Context and Reporting Period
This Form 8-K was filed by New Residential Investment Corp. on February 19, 2019. The filing reports the entry into a material definitive agreement regarding a public offering of common stock. The company is a Delaware corporation with principal executive offices in New York, New York.
Key Financial Metrics and Transaction Details
The filing details a primary equity offering rather than reporting standard operating financial metrics such as revenue or profit for a specific period. Key transaction figures include:
- Offering Price: $16.35 per share.
- Company Shares: 40,000,000 shares of common stock.
- Selling Stockholder Shares: 297,096 shares sold by FIG LLC (the Company's manager).
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to an additional 6,000,000 shares at $16.35 per share.
- Expected Closing Date: February 22, 2019.
The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period.
Material Changes and Use of Proceeds
The material change reported is the execution of an underwriting agreement to raise capital. The net proceeds from the sale of common stock are expected to be used for investments and general corporate purposes. The filing notes that certain underwriters and their affiliates may sell assets to the Company from time to time.
Guidance, Risks, and Contingencies
The offering is subject to customary conditions to closing and representations and warranties. The Company and the Selling Stockholder have agreed to indemnify the underwriters against certain liabilities under the Securities Act of 1933. If indemnification cannot be provided, they have agreed to contribute to payments the underwriters may be required to make. The filing does not contain specific forward-looking guidance on earnings or operational outlook beyond the use of proceeds.
Key Facts for Investor Verification
- Verify the final closing date and whether the over-allotment option was exercised.
- Confirm the actual net proceeds received after deducting underwriting discounts and commissions.
- Review the specific allocation of proceeds between new investments and general corporate purposes in subsequent filings.
- Monitor the relationship and potential asset sales between the Company and the underwriters (Morgan Stanley, Credit Suisse, J.P. Morgan).