8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 4, 2013

MFA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-13991	13-3974868
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation		Identification No.)
or organization)

350 Park Avenue, 20th Floor
New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 207-6400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition and

Item 7.01 Regulation FD Disclosure

MFA Financial, Inc. (“MFA”) issued a press release, dated March 4, 2013, announcing, among other things, that it estimates that its GAAP book value as of December 31, 2012, was $8.99 per share, and its GAAP book value as of January 31, 2013, was $9.40 per share.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information referenced in this Current Report on Form 8-K (including Exhibit 99.1) is being “furnished” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  The information set forth in this Current Report on Form 8-K (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document filed by MFA pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

As discussed therein, the press release contains forward-looking statements within the meaning of the Securities Act and the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions.  These forward-looking statements relate to MFA’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in MFA’s other documents filed with the SEC, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.

Exhibit
99.1	Press Release, dated March 4, 2013, of MFA Financial, Inc.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MFA FINANCIAL, INC.
	(REGISTRANT)
	By:	/s/ Harold E. Schwartz
		Name: Harold E. Schwartz
		Title: Senior Vice President and
		General Counsel
Date:  March 4, 2013

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated March 4, 2013, of MFA Financial Inc.

4

EX-99.1

Exhibit 99.1

PRESS RELEASE		FOR IMMEDIATE RELEASE
March 4, 2013		NEW YORK METRO
CONTACT:	MFA Investor Relations	NYSE: MFA
	800-892-7547
	www.mfafinancial.com

MFA Financial, Inc. Updates Status of 10-K Filing

-Company Also Declares Special Cash Dividend of $0.50 Per Share-

-Company Also Updates GAAP Book Value-

NEW YORK — MFA Financial, Inc. (NYSE:  MFA) announced today that it has filed a notice with the Securities and Exchange Commission reporting that it would delay the filing of its Annual Report on Form 10-K for the year ended December 31, 2012, because the Company is completing a review of the Company’s REIT taxable income calculations for prior periods, as well as its estimate of REIT taxable income for 2012.

The Company expects that the review will result in its determining that REIT taxable income for certain prior periods exceeded distributions made to stockholders.  The Company also expects that the review will result in its estimating that REIT taxable income for 2012 exceeds distributions previously made to stockholders in respect of such year, although the determination of its REIT taxable income for 2012 will not be finalized until the timely filing of its 2012 tax return, which is expected to occur in the third quarter of 2013.  Consequently, the Company’s Board of Directors today declared a special cash dividend of $0.50 per share of common stock payable on April 10, 2013, to stockholders of record on March 15, 2013.  The special dividend reflects the distribution of all of the Company’s previously undistributed REIT taxable income for 2010 and 2011, with the remainder available to satisfy a portion of 2012 taxable income undistributed to date.

The Company also announced today that its GAAP book value as of December 31, 2012, was $8.99 per share, and its GAAP book value as of January 31, 2013, was $9.40 per share.

The Company does not expect that the results of the review of its REIT taxable income calculations will have any material impact on the Company’s previously issued financial statements.  In addition, the Company does not expect that the review will have any impact on the Company’s REIT status.  Notwithstanding the foregoing, the Company anticipates that it will report in its 2012 Form 10-K a material weakness in its internal control over financial reporting in connection with the process for calculating its REIT taxable income, as well as reporting the measures it is undertaking to remediate this matter.

MFA is a real estate investment trust primarily engaged in the business of investment, on a leveraged basis, in Agency and Non-Agency residential mortgage-backed securities.

Cautionary Statement Regarding Forward-Looking Information

When used in this filing, statements which are not historical in nature, including those containing words such as “will,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and assumptions.  These statements regarding the following subjects, among others, may be forward-looking:  the Company’s expected financial results; the timing of the completion of the Company’s review the Company’s REIT taxable income calculations; the impact of such review, including on the Company’s previously issued financial statements and REIT status; the timing and amount of distributions made to the Company’s stockholders; and the timing of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.  These and other risks, uncertainties and factors, including those described in the annual, quarterly and current reports that MFA files with the Securities and Exchange Commission, could cause MFA’s actual results to differ materially from those projected in any forward-looking statements it makes.  All forward-looking statements speak only as of the date on which they are made.  New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect MFA. Except as required by law, MFA is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.