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) November 5, 2018
NEW RESIDENTIAL INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
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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) 479-3150
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(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:
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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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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).
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Emerging growth company
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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 ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 31, 2018, New Residential Investment Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”), among the Company and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, BTIG, LLC and UBS Securities LLC, as the representatives of the several underwriters named therein (collectively, the
“Underwriters”). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.
Pursuant to the Underwriting Agreement, subject to the terms and conditions expressed therein, the Company agreed to sell to the
Underwriters an aggregate of 25,000,000 shares of the Company’s common stock at a price of $17.03 per share. In connection with the offering, the Company has granted the Underwriters an option for 30 days to purchase up to an additional 3,750,000
shares of common stock at a price of $17.03 per share. The shares of common stock are being sold pursuant to a prospectus supplement, dated October 31, 2018, and related prospectus, dated August 10, 2016, each filed with the Securities and Exchange
Commission, relating to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-213058).
The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of
1933, as amended. If the Company is unable to provide the required indemnification, the Company has agreed to contribute to payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement
contains customary representations, warranties and agreements of the Company and customary conditions to closing. The offering is expected to close on November 5, 2018, subject to the conditions stated in the Underwriting Agreement.
Certain of the Underwriters and their affiliates have in the past provided, are currently providing and may in the future from time to time
provide, investment banking and other financing, trading, banking, research, transfer agent and trustee services to the Company, its subsidiaries and its affiliates, for which they have in the past received, and may currently or in the future
receive, fees and expenses. The net proceeds from the sale of common stock in the offering is expected to be used for investments and general corporate purposes. Additionally, certain of the Underwriters and their affiliates may sell assets to the
Company from time to time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
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Underwriting Agreement, dated October 31, 2018, among New Residential Investment Corp., and Credit Suisse Securities (USA) LLC, Barclays Capital Inc.,
Goldman Sachs & Co. LLC, BTIG, LLC and UBS Securities LLC.
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
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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: November 5, 2018
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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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