SEC Filing Summary: New Residential Investment Corp. (NRZ)
Business Context and Reporting Period
This Form 8-K, dated February 11, 2020, reports on New Residential Investment Corp. (NRZ), a Delaware corporation and real estate investment trust (REIT). The filing details the entry into a material definitive agreement and the designation of a new class of preferred stock. The offering is expected to close on February 14, 2020.
Key Financial Metrics and Transaction Details
The filing does not provide revenue, profit, cash flow, or margin data for the reporting period. The primary financial event is a capital raise through the issuance of preferred stock:
- Security Issued: 6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock.
- Shares Sold: 14,000,000 shares.
- Liquidation Preference: $25.00 per share.
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to an additional 2,100,000 shares.
- Dividend Rate: Fixed at 6.375% per annum ($1.59375 per share) until February 15, 2025, thereafter floating at three-month LIBOR plus 4.969%.
- Use of Proceeds: Investments and general corporate purposes.
Material Changes
The filing announces the creation of a new senior security class. The Series C Preferred Stock ranks senior to the Company's common stock regarding dividend payments and liquidation rights. This issuance represents a material modification to the rights of security holders and an amendment to the Company's capital structure.
Outlook, Risks, and Contingencies
Redemption Terms: The stock is not redeemable before February 15, 2025, except under limited circumstances to preserve REIT status or upon a Change of Control. After this date, the Company may redeem shares at $25.00 per share plus accrued dividends.
Change of Control: Upon a Change of Control, holders may convert shares into common stock based on a formula, or the Company may redeem the shares.
Voting Rights: Holders generally have no voting rights unless dividends are unpaid for six or more full quarterly periods.
Risks: Ownership restrictions apply to maintain REIT qualification. The Company has agreed to indemnify underwriters against certain liabilities under the Securities Act of 1933.
Key Facts for Investor Verification
- Verify the final closing date and total proceeds, including whether the underwriters exercised the 2,100,000 share over-allotment option.
- Confirm the impact of the new dividend obligation on the Company's earnings available for common shareholders.
- Review the specific "limited circumstances" allowing early redemption prior to February 15, 2025, as detailed in the Certificate of Designations.
- Assess the Company's current liquidity position to ensure it can meet the new quarterly dividend requirements.