Business Context and Reporting Period
This Form 8-K filing by New Residential Investment Corp. (the "Company") reports events occurring on April 8, 2015, with the report filed on April 13, 2015. The Company entered into a material definitive underwriting agreement to sell common stock and simultaneously updated its pro forma financial information following the recent acquisition of Home Loan Servicing Solutions, Ltd. (HLSS).
Key Financial Metrics and Transaction Details
- Equity Offering: The Company agreed to sell an aggregate of 29,213,020 shares of common stock.
- Offering Price: $14.9679 per share.
- Option Exercise: Underwriters exercised their option to purchase an additional 7,500,000 shares in full on April 9, 2015.
- Underwriters: Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
- Closing Date: Expected on April 13, 2015.
- Financial Statements: The filing includes updated unaudited pro forma combined financial information as of and for the year ended December 31, 2014, which supersedes previously filed pro forma data.
Note: This filing does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for the reporting period; it focuses on the equity transaction and updated pro forma disclosures.
Material Changes and Related Transactions
The primary material change is the entry into the Underwriting Agreement for the sale of common stock. This transaction is closely linked to the Company's acquisition of substantially all assets and assumption of liabilities of HLSS, completed on April 7, 2015. The updated pro forma financial information reflects the impact of this acquisition.
Guidance, Risks, and Contingencies
- Related Party Transactions: Several underwriters and their affiliates have existing relationships with the Company and the Selling Stockholder (HLSS). Citigroup served as a financial advisor to HLSS regarding the acquisition. Affiliates of Barclays and Credit Suisse are lenders to HLSS subsidiaries. Underwriters may also sell assets to the Company in the future.
- Indemnification: The Company and the Selling Stockholder have agreed to indemnify the Underwriters against certain liabilities under the Securities Act of 1933 and contribute to payments if indemnification is unavailable.
- Conditions to Closing: The offering is subject to customary conditions stated in the Underwriting Agreement.
Key Facts for Investor Verification
- Verify the total capital raised from the sale of 29,213,020 shares at $14.9679 per share.
- Review the "Updated Pro Formas" (Exhibit 99.1) to understand the financial impact of the HLSS acquisition on the Company's balance sheet and operations.
- Assess the extent of ongoing financial relationships between the Company and the underwriters, particularly regarding lending arrangements and asset sales.
- Confirm the closing of the offering on April 13, 2015, and the subsequent use of proceeds.