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 23, 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))

Introduction

On October 23, 2015, New Residential Investment Corp., a Delaware corporation (the “Company”), completed the previously announced merger contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 6, 2015, by and among the Company, Hexagon Merger Sub, Ltd., a Cayman Islands exempted company (“Merger Sub”) and wholly owned subsidiary of the Company, and Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (“HLSS”). Pursuant to the Merger Agreement, HLSS merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving corporation in the Merger and a wholly owned subsidiary of the Company. The Merger was approved by the shareholders of HLSS at an extraordinary general meeting of HLSS held on October 23, 2015.

Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement) each ordinary share, par value $0.01 per share, of HLSS issued and outstanding immediately prior to the Effective Time (other than those shares of HLSS owned by HLSS as treasury shares or owned directly by the Company or any direct or indirect wholly-owned subsidiary of the Company, or those shares of HLSS the holders of which have properly demanded and perfected their dissenting rights under Cayman Islands law) was automatically cancelled and converted into the right to receive $0.704059 in cash, without interest.

The aggregate merger consideration payable by the Company in the Merger is approximately $50 million in cash. The Company funded the merger consideration with existing cash, including cash held by HLSS.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.5 to the Company’s Current Report on Form 8–K filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2015, and the terms of which are incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed, on April 6, 2015, concurrently with its entry into the Merger Agreement, the Company entered into a Share and Asset Purchase Agreement (the “Acquisition Agreement”) with HLSS, HLSS Advances Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“HLSS Advances”), and HLSS MSR-EBO Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (together with HLSS Advances, the “Buyers”). Pursuant to the Acquisition Agreement, the Buyers acquired from HLSS substantially all of the assets of HLSS and assumed the liabilities of HLSS (together, the “Acquisition”), other than as provided therein. The closing of the Acquisition occurred simultaneously with the execution of the Acquisition Agreement.

The foregoing description of the Acquisition does not purport to be complete and is subject to and qualified in its entirety by reference to (i) the disclosure incorporated by reference into Item 2.01 of the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2015 and (ii) the Acquisition Agreement, a copy of which was attached as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2015, the terms of which are incorporated herein by reference.

The disclosure set forth in the Introduction is also incorporated herein by reference.

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Item 8.01. Other Events.

On October 23, 2015, the Company and HLSS issued a joint press release announcing the Merger. A copy of the press release is attached as Exhibit 99.1 hereto, and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The audited consolidated financial statements of HLSS as of December 31, 2014 and 2013 and for each of the years in the three-year period ended December 31, 2014 were filed on Company’s Current Report on Form 8-K on April 7, 2015 as Exhibit 99.2 and are incorporated in this Item 9.01(a) by reference.

(b) Pro forma financial information

The unaudited pro forma condensed consolidated financial statements of the Company as of and for the year ended December 31, 2014, giving effect to the Acquisition, were filed on the Company’s Current Report on Form 8-K filed on April 7, 2015, as Exhibit 99.3 and are incorporated in this Item 9.01(b) by reference.

(d) Exhibits

Exhibit Number	Description
99.1	Joint Press Release of New Residential Investment Corp. and Home Loan Servicing Solutions, Ltd., dated October 23, 2015.

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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 23, 2015

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint Press Release of New Residential Investment Corp. and Home Loan Servicing Solutions, Ltd., dated October 23, 2015.

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EX-99.1

Exhibit 99.1

Investor Relations

(212) 479-3150

New Residential and HLSS Complete Previously Announced Merger;

New Residential Schedules Third Quarter 2015 Earnings Release and Conference Call

NEW YORK, NEW YORK AND GEORGE TOWN, GRAND CAYMAN – (BUSINESS WIRE) – October 23, 2015 – New Residential Investment Corp. (NYSE:NRZ, “New Residential” or the “Company”) and Home Loan Servicing Solutions, Ltd. (“HLSS”) have completed the merger previously announced on April 6, 2015.

Pursuant to the Agreement and Plan of Merger dated as of April 6, 2015, HLSS merged with and into Hexagon Merger Sub, Ltd., (“Merger Sub”), a wholly owned subsidiary of New Residential. The merger was approved by HLSS shareholders at an extraordinary general meeting of HLSS held earlier today.

In addition, New Residential announced today that it will release its third quarter financial results for the period ended September 30, 2015 on Tuesday, November 3, 2015 prior to the opening of the New York Stock Exchange.

Management will host a conference call on Tuesday, November 3, 2015 at 8:00 A.M. Eastern Time. A copy of the earnings release will be posted to the Investor Relations section of New Residential’s website, www.newresi.com.

All interested parties are welcome to participate on the live call. The conference call may be accessed by dialing 1-866-393-1506 (from within the U.S.) or 1-706-634-0623 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference “New Residential Third Quarter 2015 Earnings Call.”

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.newresi.com. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast.

A telephonic replay of the conference call will also be available two hours following the call’s completion through 11:59 P.M. Eastern Time on Tuesday, November 17, 2015 by dialing 1-855-859-2056 (from within the U.S.) or 1-404-537-3406 (from outside of the U.S.); please reference access code “66706628.”

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.

ABOUT HOME LOAN SERVICING SOLUTIONS

Home Loan Servicing Solutions, Ltd. was formed to acquire mortgage servicing assets consisting of mortgage servicing rights, rights to fees and other income from servicing mortgage loans, and associated servicing advances.

Source: New Residential Investment Corp.

Investor Relations, 212-479-3150