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EX-5.1 - EXHIBIT 5.1 - New Residential Investment Corp.s002019x4_ex5-1.htm
EX-1.1 - EXHIBIT 1.1 - New Residential Investment Corp.s002019x4_ex1-1.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) January 19, 2018 (January 16, 2018)
 


NEW RESIDENTIAL INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
 

 
         
Delaware
 
001-35777
 
45-3449660
(State or other jurisdiction
of incorporation)
 
(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
 
(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))

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 1.01  Entry into a Material Definitive Agreement.
On January 16, 2018, New Residential Investment Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), among the Company, FIG LLC, the Company’s manager (the “Manager”) and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BTIG, LLC, B. Riley FBR, Inc. 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 $16.79 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 $16.79 per share. The shares of common stock are being sold pursuant to a prospectus supplement, dated January 16, 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 January 19, 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:
 
Exhibit
No.
  
Description
   
 1.1
  
Underwriting Agreement, dated January 16, 2018, among New Residential Investment Corp., FIG LLC and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BTIG, LLC, B. Riley FBR, Inc. and UBS Securities LLC
   
 5.1
  
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
   
 23.1
  
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
 


NEW RESIDENTIAL INVESTMENT CORP.
 
EXHIBIT INDEX
 
Exhibit
No.
  
Description
   
 1.1
  
Underwriting Agreement, dated January 16, 2018, among New Residential Investment Corp., FIG LLC and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BTIG, LLC, B. Riley FBR, Inc. and UBS Securities LLC
   
 5.1
  
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
   
  
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
 

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 and Treasurer
 
Date: January 19, 2018