Business Context and Reporting Period
This Form 8-K was filed by New Residential Investment Corp. (NRZ) on April 19, 2021. The filing reports the entry into a material definitive agreement regarding a public equity offering and an associated acquisition.
Key Financial Metrics and Transaction Details
The filing details a common stock offering with the following terms:
- Shares Sold: 45,000,000 shares at $10.10 per share.
- Option Exercise: Underwriters exercised an option to purchase an additional 6,725,000 shares at $10.10 per share.
- Total Shares Issued: 51,725,000 shares.
- Gross Proceeds: Approximately $522.42 million (calculated as 51,725,000 shares x $10.10).
- Use of Proceeds: Primarily to finance the acquisition of Caliber Home Loans, Inc., pay related fees, and for general corporate purposes.
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures for the reporting period.
Material Changes and Strategic Actions
The primary material change is the execution of an underwriting agreement with Citigroup Global Markets Inc. to raise capital specifically to fund the acquisition of Caliber Home Loans, Inc. (a subsidiary of LSF Pickens Holdings, LLC). The offering was expected to close on April 19, 2021.
Outlook, Risks, and Contingencies
Contingency: The use of proceeds is contingent on the Caliber acquisition. If the acquisition does not occur, the Company intends to use the net proceeds for general corporate purposes and investments.
Risks and Relationships: The filing notes that certain underwriters and their affiliates have provided and may continue to provide investment banking, financing, and other services to the Company, for which they receive fees. Citigroup and Goldman Sachs served as financial advisors for the Caliber acquisition.
Key Facts for Investor Verification
- Verify the final closing date and actual net proceeds after deducting underwriting discounts and expenses.
- Confirm the completion status of the Caliber Home Loans, Inc. acquisition.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific indemnification terms and conditions to closing.
- Monitor future filings for the impact of the new equity issuance on earnings per share and capital structure.