Delaware
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001-35777
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45-3449660
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1345 Avenue of the Americas, 45th Floor
New York, New York
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10105
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(212) 479-3195
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class:
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Trading Symbol:
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Name of each exchange on which registered:
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Common Stock, $0.01 par value per share
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NRZ
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New York Stock Exchange
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7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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NRZ PR A
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New York Stock Exchange
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act
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No.
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Description
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Distribution Agreement, dated July 30, 2018, by and among the Company and the sales agents party thereto (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed on June 30, 2018).
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Amendment No. 1 to the Distribution Agreement, dated August 1, 2019, by and among the Company and the sales agents party thereto.
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the Option Plan Prospectus Supplement.
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the ATM Prospectus Supplement.
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).
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NEW RESIDENTIAL INVESTMENT CORP.
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/s/ Nicola Santoro, Jr.
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Nicola Santoro, Jr.
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Chief Financial Officer
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A. |
Amendments to Distribution Agreement. The Distribution Agreement is amended as follows:
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1. |
As of the date hereof, references to “opinions and negative assurance letter” in Section 6(d) to the Distribution Agreement shall be replaced with “comfort letter.”
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2. |
As of the date hereof, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC is each added as a party to
the Distribution Agreement, and each is included within the defined term “Agents” contained in the Distribution Agreement for all purposes hereunder and under the Distribution Agreement.
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3. |
As of the date hereof, the Issuance Limit shall be restored to the original amount of $500,000,000.
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4. |
As of the date hereof, the first sentence of the first paragraph of the Distribution Agreement is hereby deleted in its entirety and replaced with the following:
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5. |
The term “registration statement” referenced in the Distribution Agreement shall mean the Registration Statement on Form S-3 (File No. 333-232952) that was filed by the
Company with the Securities and Exchange Commission (“SEC”), and became effective, on August 1, 2019, and the term “Basic Prospectus” shall mean the
Prospectus dated August 1, 2019 that was filed as part of the Registration Statement, including the documents incorporated by reference therein as of the date of the such prospectus.
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6. |
The following shall be included as Section 21 to the Distribution Agreement:
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7. |
The following shall be included in Schedule D to the Distribution Agreement as a Significant Subsidiary of the Company:
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B. |
No Other Amendments. Except as set forth in Section A above, all the terms and provisions of the Distribution Agreement shall continue in full force and effect.
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C. |
Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an
executed Amendment by one party to the other may be made by facsimile or email transmission.
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D. |
Notices. Notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices shall be directed to the respective
Agents at (i) BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: Syndicate Department, Fax: (646) 855-3073, with a copy to ECM Legal, Fax: (212) 230-8730, (ii) Barclays Capital Inc., 745 Seventh Avenue, New York,
New York 10019, Attention: Syndicate Registration, Facsimile: (646) 834-8133, (iii) Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629, Attention: LCD-IBD (iv) J.P. Morgan Securities LLC 383 Madison
Avenue, 7th Floor, New York, New York 10179, to the attention of Special Equities Group, with a copy to the Legal Department, (v) Nomura Securities International, Inc., Worldwide Plaza, 309 West 49th Street New York, New York 10019,
Attention: Equity Capital Markets, Americas, email: NomuraATMExecution@nomura.com, Fax: (646) 587-9562 with a copy to the Head of IBD Legal, Fax: (646) 587-9548 (vi) Raymond James & Associates, Inc., 880 Carillon Parkway, St.
Petersburg, FL 33716, Attention: Equity Capital Markets, (vii) RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Email: equityprospectus@rbccm.com, Phone: 877-822-4089, and (viii)
Wells Fargo Securities, LLC at 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department (fax no: (212) 214-5918); and, if to the Company, shall be directed to it at New Residential Investment Corp., 1345 Avenue of
the Americas, New York, New York 10105, Attn: Cameron D. MacDougall (email cmacdougall@fortress.com), with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036-6522, Attention: Michael Zeidel
(email michael.zeidel@skadden.com) and Michael Schwartz (email michael.schwartz@skadden.com).
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E. |
Governing Law. THIS AMENDMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AMENDMENT, DIRECTLY
OR INDIRECTLY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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Very truly yours,
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NEW RESIDENTIAL INVESTMENT CORP.
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By:
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/s/ Nicola Santoro, Jr.
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Name: Nicola Santoro, Jr.
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Title: Chief Financial Officer
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August 1, 2019
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Re:
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New Residential Investment Corp.
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Registration Statement on Form S-3
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(File No. 333-232952)
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Very truly yours,
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/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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August 1, 2019
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Re:
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New Residential Investment Corp.—Offering of Common Stock
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Very truly yours,
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/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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