Attached files

file filename
EX-10.2 - FORM OF OPTION HOLDER LETTER - New Residential Investment Corp.d540439dex102.htm
EX-10.1 - MANAGEMENT AGREEMENT - New Residential Investment Corp.d540439dex101.htm
EX-99.1 - PRESS RELEASE, DATED MAY 16, 2013 - New Residential Investment Corp.d540439dex991.htm

 

 

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): May 17, 2013 (May 15, 2013)

 

 

New Residential Investment Corp.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware

(State or other jurisdiction

of incorporation)

 

001-35777

(Commission

File Number)

 

45-3449660

(I.R.S. Employer

Identification Number)

 

1345 Avenue of the Americas, 46th Floor

New York, New York

(Address of principal executive offices)

 

10105

(Zip code)

212-479-3150

(Registrant’s telephone number, including area code)

Not Applicable

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

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

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

 

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

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On May 15, 2013 (the “Distribution Date”), the previously announced spin-off of New Residential Investment Corp. (“New Residential”) from Newcastle Investment Corp. (“Newcastle”) was completed (the “Spin-off Transaction”). The Spin-off Transaction was effected as a taxable pro rata distribution by Newcastle of all of the outstanding shares of common stock of New Residential to the stockholders of record of Newcastle as of May 6, 2013. The stockholders of Newcastle received one share of New Residential common stock for each share of Newcastle common stock held. New Residential’s common stock began regular way trading on the New York Stock Exchange on May 16, 2013 under the symbol “NRZ.”

In connection with the completion of the Spin-off Transaction, on May 15, 2013, New Residential entered into a management agreement with its manager, FIG LLC (the “Manager”) (the “Management Agreement”), pursuant to which the Manager will provide management services to New Residential. Please see the Information Statement filed as an exhibit to New Residential’s Registration Statement on Form 10 for a description of the material provisions of the Management Agreement, which description is incorporated herein by reference. A copy of the Management Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

In connection with the Spin-off Transaction, each Newcastle option that was held as of the Distribution Date by the Manager, or by the directors, officers, employees, service providers, consultants and advisors of the Manager, was converted into an adjusted Newcastle option and a new New Residential option. The exercise price of each adjusted Newcastle option and New Residential option is being set to collectively maintain the intrinsic value of the Newcastle option immediately prior to the distribution and to maintain the ratio of the exercise price of the adjusted Newcastle option and the New Residential option, respectively, to the fair market value of the underlying shares as of the distribution, in each case based on the five day average closing price subsequent to the Distribution Date. A total of 21,457,275 New Residential options are being issued. Such New Residential options are not being issued pursuant to New Residential’s Nonqualified Stock Option and Incentive Award Plan and therefore will not reduce the number of shares of New Residential common stock otherwise available for issuance under the plan. The expiration dates range from May 30, 2013 to February 15, 2023. The terms and conditions applicable to each New Residential option are substantially similar to the terms and conditions otherwise applicable to the underlying Newcastle option as of the Distribution Date. The grant of these options is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. A copy of the form of letter sent to Newcastle’s option holders describing the equitable adjustment to Newcastle’s options is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 3.02 is incorporated herein by reference into this Item 5.02.

 

Item 8.01. Other Events.

On May 16, 2013, New Residential issued a press release announcing the completion of the Spin-off Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

  

Description

10.1    Management Agreement, dated May 15, 2013, between New Residential Investment Corp. and FIG LLC.
10.2    Form of Letter sent to Newcastle’s option holders describing the equitable adjustment to Newcastle’s options.
99.1    Press Release, dated May 16, 2013, announcing completion of the Spin-off Transaction.


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 thereunto duly authorized.

 

    NEW RESIDENTIAL INVESTMENT CORP.
Date: May 17, 2013     By:  

/s/ Robert Williams

      Robert Williams
      Chief Financial Officer and Treasurer


EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1    Management Agreement, dated May 15, 2013, between New Residential Investment Corp. and FIG LLC.
10.2    Form of Letter sent to Newcastle’s option holders describing the equitable adjustment to Newcastle’s options.
99.1    Press Release, dated May 16, 2013, announcing completion of the Spin-off Transaction.