SEC Filing Summary: New Residential Investment Corp. (NRZ)
Business Context and Reporting Period
This Form 8-K Current Report was filed by New Residential Investment Corp. (NRZ) on August 15, 2019. The filing reports the designation of a new class of preferred stock to raise capital and modify the rights of security holders.
Key Financial Metrics
This filing does not contain operational financial metrics such as revenue, profit, cash flow, or liquidity ratios. The primary financial data relates to the terms of the new security issuance:
- Security Issued: 7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock.
- Authorized Shares: 10,000,000 shares.
- Liquidation Preference: $25.00 per share.
- Dividend Rate (Fixed): 7.125% per annum ($1.78125 per share) from August 15, 2019, to August 15, 2024.
- Dividend Rate (Floating): Three-month LIBOR plus 5.640% per annum, effective August 15, 2024.
- Redemption Price: $25.00 per share plus accrued dividends.
Material Changes
The material change reported is the filing of a Certificate of Designations with the State of Delaware to create the Series B Preferred Stock. This security ranks senior to the Company's common stock regarding dividend payments and liquidation rights. The filing also notes the existence of a prior 7.50% Series A Preferred Stock.
Outlook, Risks, and Contingencies
- Redemption Terms: The Series B Preferred Stock is not redeemable before August 15, 2024, except under limited circumstances to preserve REIT status or upon a Change of Control.
- Change of Control: Upon a Change of Control, the Company may redeem the stock, or holders may convert the preferred stock into common stock based on a formula.
- Voting Rights: Holders generally have no voting rights unless dividends are unpaid for six or more full quarterly periods.
- REIT Compliance: Ownership restrictions are in place to ensure the Company maintains its qualification as a Real Estate Investment Trust (REIT).
Investor Verification Checklist
- Verify the total number of Series B shares actually sold versus the 10,000,000 authorized in the Certificate of Designations.
- Review the full text of the Certificate of Designations (Exhibit 3.5) for specific definitions of "Change of Control" and REIT preservation clauses.
- Confirm the Company's current dividend payment status on existing Series A Preferred Stock to assess potential voting rights triggers.
- Check subsequent filings for the actual issuance date and proceeds received from the Series B offering.