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Item 1.01. Entry into a Material Definitive Agreement.
On March 8, 2011, MFA Financial, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley, Deutsche Bank Securities, JMP Securities and Sterne Agee (collectively, the “Underwriters”) relating to the sale of 65,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and the granting to the Underwriters of an option to purchase up to an additional 9,750,000 shares of Common Stock. The Underwriting Agreement is
attached hereto as Exhibit 1.1.
On March 9, 2011, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland reclassifying and designating 75,000,000 shares of the Company’s authorized but unissued shares of the excess stock, par value $.01 per share (“Excess Stock”), as additional shares of the Company’s Common Stock. The reclassification increased the number of authorized shares classified as Common Stock from 370,000,000 shares immediately prior to the reclassification to 445,000,000 shares immediately after the reclassification. The reclassification decreased
the number of shares classified as Excess Stock from 125,000,000 shares immediately prior to the reclassification to 50,000,000 shares immediately after the
reclassification. The Articles Supplementary are attached hereto as Exhibit 3.1.
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.
