SEC Filing Summary: New Residential Investment Corp. (NRZ)
Business Context and Reporting Period
This Form 8-K, dated September 14, 2021, reports on New Residential Investment Corp. (NRZ), a real estate investment trust (REIT). The filing details the entry into a material definitive agreement for a new preferred stock offering and the subsequent designation of that stock class.
Key Financial Metrics and Transaction Details
- Transaction Type: Underwriting agreement for the sale of 7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock.
- Shares Offered: 17,000,000 shares initially, with an option for underwriters to purchase up to an additional 2,550,000 shares.
- Liquidation Preference: $25.00 per share.
- Dividend Rate: 7.00% per annum fixed until November 15, 2026 (First Reset Date). Thereafter, the rate resets to the five-year treasury rate plus 6.223% per annum.
- Use of Proceeds: Investments and general corporate purposes.
- Expected Closing Date: September 17, 2021.
Note: This filing does not provide specific revenue, profit, cash flow, or debt metrics for the company's operations.
Material Changes and Capital Structure
The filing announces the creation of a new class of preferred stock (Series D) authorized via a Certificate of Designations filed on September 17, 2021. Key structural features include:
- Seniority: Ranks senior to common stock regarding dividends and liquidation rights.
- Redemption: Non-redeemable before November 15, 2026, except for specific REIT qualification or Change of Control events. Post-2026, the company may redeem shares at $25.00 per share plus accrued dividends.
- Voting Rights: Generally no voting rights, except if dividends are unpaid for six or more full quarterly periods.
- Change of Control: Includes conversion rights to common stock or redemption at $25.00 per share plus accrued dividends.
Outlook, Risks, and Contingencies
The offering is subject to customary conditions to closing. The filing notes that certain underwriters and their affiliates have provided and may continue to provide investment banking, trading, and other services to the Company, creating potential conflicts of interest or related-party transactions. The Company has agreed to indemnify underwriters against certain liabilities under the Securities Act of 1933.
Investor Verification Checklist
- Verify the final closing of the offering and the total number of shares sold, including any exercise of the 2,550,000 share over-allotment option.
- Confirm the actual net proceeds received after underwriting discounts and expenses.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific indemnification limits and representations.
- Monitor the Company's ability to maintain REIT qualification, which influences the redemption restrictions on the Series D stock.
- Check subsequent filings for the declaration of the first quarterly dividend payment.