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): March 5, 2024
Rithm Capital Corp.
(Exact name of registrant as specified in its charter)
| | Delaware
| |
| | (State or other jurisdiction of incorporation) | |
001-35777
| | 45-3449660
|
| (Commission File Number) | | (IRS Employer Identification No.) |
| 799 Broadway New York New York | | 10003
|
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (212) 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):
☐
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbols: | Name of each exchange on which registered: |
Common Stock, $0.01 par value per share
| RITM
| New York Stock Exchange
|
7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
| RITM PR A
| New York Stock Exchange
|
7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
| RITM PR B
| New York Stock Exchange
|
6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
| RITM PR C
| New York Stock Exchange
|
7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock
| RITM PR D
| New York Stock Exchange
|
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. ☐
On March 5, 2024, Rithm Capital Corp. (“Rithm” or the “Company”) issued a press release announcing the pricing of a private offering of $775 million aggregate principal amount of 8.000% senior unsecured notes due 2029 (the “2029 Senior Notes,” and such offering, the “Senior Notes Offering”). The Senior Notes Offering is expected to close on March 19, 2024, subject to customary closing conditions. The Company intends to use a portion of the net proceeds from the Senior Notes Offering for the reduction of indebtedness, including in connection with the Company’s tender offer for up to $275 million aggregate principal amount of its 6.250% senior unsecured notes due 2025, with the remainder of the net proceeds to be used for general corporate purposes. A copy of the Company’s press release with respect to the Senior Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The 2029 Senior Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers, as defined in, and in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. The 2029 Senior Notes are not registered under the Securities Act or any other securities laws of any jurisdiction and will not have the benefit of any exchange offer or other registration rights. The 2029 Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | | | | |
| | | | Press release dated March 5, 2024, announcing pricing of the Senior Notes Offering | |
| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| RITHM CAPITAL CORP. | |
| (Registrant) | |
| | |
| /s/ Nicola Santoro, Jr. | |
| Nicola Santoro, Jr. | |
Chief Financial Officer and Chief Accounting Officer | |
| | |
| Date: March 5, 2024 | |
