UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
i Rithm Capital Corp.
(Exact name of registrant as specified in its charter)
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i Delaware
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(State or other jurisdiction of incorporation)
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i 45-3449660
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(Commission File Number)
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(IRS Employer Identification No.)
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i 799 Broadway i New York i New York
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i 10003
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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 ( i 212) i 850-7770
(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):
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading
Symbols:
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Name of each exchange on which
registered:
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i Common Stock, $0.01 par value per share
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i RITM
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i New York Stock Exchange
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i 7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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i RITM PR A
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i New York Stock Exchange
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i 7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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i RITM PR B
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i New York Stock Exchange
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i 6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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i RITM PR C
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i New York Stock Exchange
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i 7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock
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i RITM PR D
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i New York Stock Exchange
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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).
Emerging growth company i ☐
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.
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| Item 1.01. |
Entry into a Material Definitive Agreement.
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On
March 19, 2024, Rithm Capital Corp. (the
“Company”) closed its previously announced private offering of $
775 million aggregate principal amount of
8.000% senior unsecured notes due 20
29
(the
“Notes”). The Notes were issued pursuant to an
indenture, dated as of
March 19, 2024 (the
“Indenture”), between
the Company and U.S. Bank Trust Company, National Association, as trustee.
The Company is filing the
Indenture and the form of the
Notes as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.
The Notes are senior unsecured obligations of
the Company and rank equal in right of payment with all existing and future senior unsecured indebtedness
of
the Company and senior in right of payment to all of the existing and future subordinated indebtedness of
the Company. The Notes are effectively subordinated to all existing and future secured obligations of
the Company to the extent of the value
of the assets securing such obligations, and are structurally subordinated to the liabilities and preferred stock of each subsidiary of
the Company that does not guarantee the Notes. The Notes are not guaranteed initially by any of
the Company’s
subsidiaries or any third party.
The Notes will bear interest at a rate of 8.000% per annum, payable
semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2024, to persons who are registered holders of the Notes on the immediately preceding March 15
and September 15, respectively.
Among other things, the
Indenture limits the ability of
the Company and its restricted
subsidiaries to incur certain indebtedness (subject to various
exceptions of Permitted Indebtedness (as defined in the
Indenture)), requires that
the Company maintain Total Unencumbered Assets (as defined in the
Indenture) of not less than 120% of the aggregate principal amount of the outstanding Unsecured
Indebtedness (as defined in the
Indenture) of
the Company and its
subsidiaries and imposes certain requirements in order for
the Company to merge or consolidate with or transfer all or substantially all of its assets to another person, in each case
subject to certain qualifications set forth in the
Indenture.
In the event of a Change of Control or Mortgage Business Triggering Event (each as defined in the
Indenture), each holder of the Notes will have the
right to require
the Company to repurchase all or any part of that holder’s Notes at a purchase price of 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such
repurchase.
The Notes will mature on
April 1, 2029. Prior to
April 1, 2026,
the Company may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not
including, the applicable redemption date, plus a
“make-whole” premium. On or after
April 1, 20
26,
the Company may redeem some or all of the Notes at any time at declining redemption prices (in each case expressed as a percentage of the principal amount on the redemption date) equal to (i)
104.000% beginning on
April 1, 20
26, (ii)
102.000% beginning on
April 1, 20
27 and (iii) 100.000%
beginning on
April 1, 2028 and thereafter, plus, in each case, accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any
time on or prior to
April 1, 2026,
the Company may redeem up to 40% of the aggregate principal amount of the Notes using net proceeds from certain equity offerings at a redemption price equal to
108.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.
The foregoing descriptions of the
Indenture and the Notes do not purport to be complete and are subject to, and qualified in their entirety by reference
to, the full texts of the
Indenture and the form of the Notes, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and
incorporated herein by reference.
The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and, unless so registered, may not be
offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Company used a portion of the net proceeds for the reduction of indebtedness, including in connection with the Tender Offer up to the Tender Cap
(each defined below), with the remainder of the net proceeds to be used for general corporate purposes.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The Company used a portion of the net proceeds of the Notes Offering, together with cash on hand, to purchase $275 million aggregate
principal amount (the
“Tender Cap”) of
the Company’s outstanding 6.250% senior unsecured notes due 2025 that had been validly tendered and accepted for purchase in the cash tender offer announced on
March 4, 2024 (the
“Tender Offer”).
| Item 9.01. |
Financial Statements and Exhibits.
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No.
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Description
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Indenture, dated March 19, 2024, between Rithm Capital Corp. and U.S. Bank Trust Company, National Association, as trustee.
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Form of Rithm Capital Corp.’s 8.000% senior unsecured notes due 2029 (included in Exhibit 4.1 hereto). |
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10.4
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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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: March 19, 2024 |
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Rithm Capital Corp.
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Chief Financial Officer and Chief Accounting Officer
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