MFA Financial Reports Material Agreement & Disclosure

TL;DR

**MFA Financial just dropped an 8-K about a new material agreement and disclosure, so keep an eye on their stock!**

AI Summary

MFA Financial, Inc. filed an 8-K on February 29, 2024, reporting an event on February 27, 2024, concerning an entry into a material definitive agreement and Regulation FD disclosure. The filing details the company's common stock, Series B Preferred Stock, Series C Preferred Stock, and Senior Notes due 2029, all dated February 27, 2024. This indicates potential new financial arrangements or disclosures related to these securities.

Why It Matters

This filing signals new financial activities or agreements for MFA Financial, which could impact its capital structure and future performance, affecting investors.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without specific details, creating uncertainty about its financial implications.

Key Players & Entities

• MFA FINANCIAL, INC. (company) — Registrant
• February 27, 2024 (date) — Date of earliest event reported
• February 29, 2024 (date) — Filing date
• Senior Notes due 2029 (company) — Security mentioned
• 001-13991 (dollar_amount) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — registered: Common Stock, par value $0.01 per share MFA New York Stock Exchan
• $300,000,000 — ng an aggregate offering price of up to $300,000,000 (the "Shares") from time to time throug
• $200,000,000 — mpany is authorized to repurchase up to $200,000,000 of its Common Stock through December 31

Filing Documents

• tm247584d1_8k.htm (8-K) — 37KB
• tm247584d1_ex1-1.htm (EX-1.1) — 247KB
• tm247584d1_ex5-1.htm (EX-5.1) — 22KB
• tm247584d1_ex5-1img002.jpg (GRAPHIC) — 11KB
• tm247584d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-029385.txt ( ) — 619KB
• mfa-20240227.xsd (EX-101.SCH) — 4KB
• mfa-20240227_def.xml (EX-101.DEF) — 27KB
• mfa-20240227_lab.xml (EX-101.LAB) — 37KB
• mfa-20240227_pre.xml (EX-101.PRE) — 26KB
• tm247584d1_8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 29, 2024, MFA Financial, Inc., a Maryland corporation (the "Company"), entered into a Distribution Agreement (the "Agreement") by and among (i) the Company and (ii) Goldman Sachs & Co. LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC (the "Sales Agents"). Under the terms of the Agreement, the Company may offer and sell shares of its common stock, par value $0.01 per share ("Common Stock"), having an aggregate offering price of up to $300,000,000 (the "Shares") from time to time through any of the Sales Agents. Pursuant to the Agreement, the Shares may be offered and sold through the Sales Agents in transactions deemed to be "at-the-market" offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the Agreement, each Sales Agent (at the Company's election) will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company. Under the Agreements, the Company will pay each of the Sales Agents a commission that will be 1.0% of the gross sales price per share of Shares sold through it. The Agreement contains customary representations, warranties and agreements of the Company and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions. Shares sold under the Agreement, if any, will be issued pursuant to the Company's registration statement on Form S-3ASR (No. 333-267632), and a related prospectus, filed with the Securities and Exchange Commission (the "SEC") on September 27, 2022, as supplemented by the prospectus supplement, filed with the SEC on February 29, 2024, as the same may be amended or supplemented, under the Securities Act of 1933, as amended (the "Securities Act"). A copy of the Agreement is attached hereto as Exhib

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 27, 2024, the Board of Directors (the "Board") of the Company authorized a stock repurchase program (the "Repurchase Program"), pursuant to which the Company is authorized to repurchase up to $200,000,000 of its Common Stock through December 31, 2025. The Repurchase Program does not require the purchase of any minimum number of shares. The timing and extent to which the Company repurchases its Common Stock will depend upon, among other things, market conditions, share price, liquidity, regulatory requirements and other factors, and repurchases may be commenced or suspended at any time without prior notice. Acquisitions under the Repurchase Program may be made in the open market, through privately negotiated transactions or block trades or other means, in accordance with applicable securities laws (including, in the Company's discretion, through the use of one or more plans adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. The Repurchase Program supersedes the Company's previous common stock repurchase program authorized by the Board on March 11, 2022 in its entirety, which expired on December 31, 2023. The information referenced in this Current Report on Form 8-K under this Item 7.01 is being "furnished" and, as such, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information set forth in this Current Report on Form 8-K under this Item 7.01 is and will not be incorporated by reference into any registration statement or other document filed by MFA pursuant to the Securities Act of 1933, as amended), except as may be expressly set forth by specific reference in such filing.

01 Financial

Item 9.01 Financial Exhibit 1.1 Distribution Agreement, dated February 29, 2024, by and among the Company and Goldman Sachs & Co. LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC. 5.1 Opinion of Venable LLP regarding the legality of the Shares. 23.1 Consent of Venable LLP (included in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (formatted as Inline XBRL). 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. MFA FINANCIAL, INC. (REGISTRANT) By: /s/ Harold E. Schwartz Name: Harold E. Schwartz Title: Senior Vice President and General Counsel Date: February 29, 2024

View Full Filing

View this 8-K filing on SEC EDGAR