SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 3, 2020
NEW RESIDENTIAL INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-35777
(Commission File Number)
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45-3449660
(IRS Employer Identification No.)
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1345 Avenue of the Americas, 45th Floor
New York, New York
(Address of principal executive offices)
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10105
(Zip Code)
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Registrant’s telephone number, including area code (212) 479-3150
N/A
(Former name or former address, if changed since last report.)
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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:
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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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Securities registered pursuant to Section 12(b) of the Act:
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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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7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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NRZ PR B
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New York Stock Exchange
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6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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NRZ PR C
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 3, 2020, New Residential Investment
Corp. and certain of its subsidiaries (collectively, the “Company”) completed the previously announced
sale (collectively, the “Sale”) through a broker-dealer to six purchasers (collectively, “the Purchasers”) of a portfolio consisting of non-agency residential mortgage-backed securities with an aggregate face value of approximately $6.1
billion (the “Securities”). The Sale generated proceeds of approximately $3.3 billion in the aggregate, excluding any unpaid but accrued interest. The Company intends to use the proceeds from the Sale to repay a portion of the indebtedness
previously incurred by the Company in relation to the Securities.
As also previously announced, the Purchasers included an entity affiliated with funds managed by an affiliate of FIG LLC, the Company’s manager (the
“Fortress Purchaser”). Furthermore, the Company agreed to exercise certain rights that the Company holds under the securitization transactions with respect to the Securities sold to the Fortress Purchaser solely upon written direction by the Fortress
Purchaser, as described under Item 1.01 in the Current Report on Form 8-K filed by the Company on April 1, 2020, which description is incorporated into this Item 2.01 by reference.
SIGNATURES
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.
Date: April 3, 2020
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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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Nicola Santoro, Jr.
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Chief Financial Officer, Chief Accounting Officer and Treasurer
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