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): October 2, 2015 (October 2, 2015)

New Residential Investment Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-35777	45-3449660
(Commission File Number)	(IRS Employer Identification No.)
1345 Avenue of the Americas, 46th Floor New York, New York	10105
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 479-3150

N/A

(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):

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

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

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

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

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On October 1, 2015, an event of default (the “Specified Default”) occurred under the indenture related to notes issued by HLSS Servicer Advance Receivables Trust (“HSART”), a wholly-owned subsidiary of New Residential Investment Corp. (the “Company”).

The Specified Default occurred as a result of (and solely as a result of) Ocwen Loan Servicing, LLC’s (“Ocwen”) master servicer rating downgrade to “Below Average”, announced by Standard & Poor’s Rating Services on September 29, 2015. After giving effect to such downgrade, Ocwen ceased to be an “Eligible Subservicer” under the indenture causing the “Collateral Test” under the indenture to not be satisfied. The continuing failure of the Collateral Test as of close of business on October 1, 2015 resulted in the occurrence of the Specified Default.

The Specified Default caused $2.525 billion of term notes issued by HSART to become immediately due and payable, without premium or penalty, as of the close of business on October 1, 2015, in accordance with the terms of HSART’s indenture.

HSART repaid all of the term notes on October 2, 2015 in full with the proceeds of draws by HSART on variable funding notes previously issued by HSART. The holders of the variable funding notes issued by HSART previously agreed that the Specified Default would not be deemed an “event of default” under HSART’s indenture for purposes of their variable funding notes.

After giving effect to the repayment of the term notes issued by HSART, the only outstanding notes issued by HSART are variable funding notes. The aggregate principal balance of such variable funding notes immediately after giving effect to the repayment of the term notes on October 2, 2015 equaled approximately $2.9 billion. No other material obligation of HSART arises, increases or accelerates as a result of the transactions described herein.

Item 7.01 Regulation FD Disclosure.

On October 2, 2015, the Company issued a press release announcing HSART’s repayment in full of $2.525 billion of term notes with previously secured surplus servicer advance financing. A copy of the Company’s press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure.

This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for 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, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release, dated October 2, 2015

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.

NEW RESIDENTIAL INVESTMENT CORP.

(Registrant)

 /s/ Nicola Santoro, Jr.

Nicola Santoro, Jr.

Chief Financial Officer

Date: October 2, 2015

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated October 2, 2015

EX-99.1

Exhibit 99.1

Investor Relations

(212) 479-3150

NEW RESIDENTIAL REPAYS $2.5 BILLION OF HSART TERM NOTES AT PAR

CREATES ADDITIONAL LIQUIDITY OF APPROXIMATELY $200 MILLION FOR FUTURE INVESTMENTS

NEW YORK - (BUSINESS WIRE) - October 2, 2015 - New Residential Investment Corp. (NYSE: NRZ; “New Residential” or the “Company”) today announced that it has repaid $2.5 billion of term notes issued by the HLSS Servicer Advance Receivables Trust (“HSART”).

The $2.5 billion HSART term notes became immediately due and payable as a result of the master servicing rating downgrade of Ocwen Loan Servicing, LLC (“Ocwen”), announced by Standard & Poor’s Rating Services on September 29, 2015.

New Residential had previously secured approximately $4 billion of surplus servicer advance financing commitments from its lenders. The excess financing capacity was used to repay the $2.5 billion HSART term notes at par.

“From the early stages of planning for the HLSS acquisition, we were thoughtful in managing our liquidity and were diligent in securing surplus financing commitments to ensure a seamless paydown of the $2.5 billion term notes in the event of an Ocwen servicer rating downgrade” comments Michael Nierenberg, Chief Executive Officer of New Residential.

“Under our surplus funding commitments, we are able to increase our advance rates and free up approximately $200 million of additional liquidity for near-term deployment. Furthermore, we look forward to continuing to work closely with Ocwen as one of our primary servicing partners.”

ABOUT NEW RESIDENTIAL

New Residential focuses on opportunistically investing in, and actively managing, investments related to residential real estate. The Company primarily targets investments in mortgage servicing related assets and other related opportunistic investments. New Residential is organized and conducts its operations to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. The Company is managed by an affiliate of Fortress Investment Group LLC (NYSE: FIG), a global investment management firm.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the ability to increase the Company’s advance rates and the ability to free up approximately $200 million of additional liquidity for near-term deployment. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond the Company’s control. The Company can give no

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assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the Company’s website (www.newresi.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Source: New Residential Investment Corp.

Investor Relations, 212-479-3150

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