NEW RESIDENTIAL INVESTMENT CORP. (NYSE:NRZ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On January 30, 2017, New Residential Investment Corp. (the
Company) entered into an underwriting agreement (the Underwriting
Agreement), among the Company, FIG LLC, the Companys manager (the
Manager), Citigroup Global Markets Inc., Barclays Capital Inc.,
Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce,
Fenner Smith Incorporated, as the representatives of the several
underwriters named therein (collectively, the Underwriters). The
following summary of certain provisions of the Underwriting
Agreement is qualified in its entirety by reference to the
complete Underwriting Agreement filed as Exhibit 1.1 hereto and
incorporated herein by reference.
to the Underwriting Agreement, subject to the terms and
conditions expressed therein, the Company agreed to sell to the
Underwriters an aggregate of 56,545,787 shares of the Companys
common stock , including 7,375,537 shares to the Underwriters
exercise of their option to purchase additional shares in full,
at a price of $15.00 per share. The shares of common stock are
being sold to a prospectus supplement, dated January 30, 2017,
and related prospectus, dated August 10, 2016, each filed with
the Securities and Exchange Commission, relating to the Companys
automatic shelf registration statement on Form S-3 (File No.
333-213058).
The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933, as amended. If the Company is unable to
provide the required indemnification, the Company has agreed to
contribute to payments the Underwriters may be required to make
in respect of those liabilities. In addition, the Underwriting
Agreement contains customary representations, warranties and
agreements of the Company and customary conditions to closing.
The offering is expected to close on February 3, 2017, subject to
the conditions stated in the Underwriting Agreement.
Certain of the Underwriters and their affiliates have in the past
provided, are currently providing and may in the future from time
to time provide, investment banking and other financing, trading,
banking, research, transfer agent and trustee services to us, our
subsidiaries and our affiliates, for which they have in the past
received, and may currently or in the future receive, fees and
expenses. A portion of the net proceeds from the sale of common
stock in the offering is expected to be used to fund a portion of
the purchase price of approximately $97 billion unpaid principal
balance of conventional mortgage servicing rights from
CitiMortgage, Inc., an affiliate of one of the Underwriters.
Additionally, certain of the Underwriters and their affiliates
may sell assets to us from time to time.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are being filed herewith:
Exhibit
No.
Description
1.1
Underwriting Agreement, dated January 30, 2017, among New
Residential Investment Corp., FIG LLC, Citigroup Global
Markets Inc., Barclays Capital Inc., Credit Suisse
Securities (USA) LLC and Merrill Lynch, Pierce, Fenner
Smith Incorporated
5.1
Opinion of Skadden, Arps, Slate, Meagher Flom LLP
23.1
Consent of Skadden, Arps, Slate, Meagher Flom LLP (included
in Exhibit 5.1)
About NEW RESIDENTIAL INVESTMENT CORP. (NYSE:NRZ)
New Residential Investment Corp. is a real estate investment trust (REIT). The Company is focused on investing in, and managing, investments related to residential real estate. The Company conducts its business through the segments, which include investments in excess mortgage servicing rights (MSRs), investments in servicer advances, investments in real estate securities, investments in real estate loans, investments in consumer loans and corporate. Its portfolio is composed of servicing related assets, residential securities and loans, and other investments. It has made over three direct investments in servicer advances, including the basic fee component of the related MSRs. It acquires and manages a portfolio of credit sensitive real estate securities, including non-agency and agency residential mortgage backed securities (RMBS). The Company has an interest in a pool of consumer loans, including unsecured and homeowner loans. NEW RESIDENTIAL INVESTMENT CORP. (NYSE:NRZ) Recent Trading Information
NEW RESIDENTIAL INVESTMENT CORP. (NYSE:NRZ) closed its last trading session up +0.23 at 15.75 with 9,563,658 shares trading hands.
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