Business Context and Reporting Period
This Form 8-K was filed by New Residential Investment Corp. (NRZ) on September 9, 2019. The filing reports the entry into a material definitive agreement regarding an ongoing acquisition. Note: The request metadata references "Rithm Capital Corp.," but the filing text explicitly identifies the registrant as New Residential Investment Corp.
Key Financial Metrics
This filing is a current report regarding a corporate agreement and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes
The primary material change reported is the execution of Amendment No. 6 to the "stalking-horse" Asset Purchase Agreement (APA) dated June 17, 2019, with Ditech Holding Corporation and Ditech Financial LLC. Key modifications include:
- Extension of the termination date under Section 8.1(c)(vi) of the APA to September 30, 2019, at 11:59 p.m. Eastern Time.
- Extension of the milestone date for the entry of the Confirmation Order to September 30, 2019.
Guidance, Outlook, and Risks
The filing includes extensive forward-looking statements and risk disclosures related to the APA and the Amendment. Management highlights the following risks and uncertainties:
- Satisfaction of closing conditions and timing thereof.
- Unanticipated difficulties in financing the transaction.
- Challenges related to the integration of the Sellers' businesses and operations.
- Changes in general economic or industry-specific conditions.
- Difficulties in obtaining governmental and third-party consents.
- Unanticipated expenditures or liabilities arising from the acquisition.
- The Sellers' ability to service Mortgage Servicing Rights (MSRs).
- Litigation or regulatory issues affecting the transaction.
- Impact on relationships with employees, customers, and third parties.
The Company disclaims any obligation to update these forward-looking statements.
Investor Verification Checklist
- Verify the status of the Confirmation Order deadline (September 30, 2019) and whether it has been met.
- Confirm the final terms of the Asset Purchase Agreement with Ditech Holding Corporation and Ditech Financial LLC.
- Review the full text of Amendment No. 6 once filed to understand specific conditions beyond the date extensions.
- Assess the Company's financing status for the acquisition as highlighted in the risk factors.
- Monitor for any regulatory or litigation developments that could impact the closing of the transaction.