MFA Financial Enters Material Definitive Agreement

TL;DR

MFA Financial just signed a big deal, creating a new financial obligation. Details inside.

AI Summary

MFA Financial, Inc. entered into a Material Definitive Agreement on April 17, 2024, related to a direct financial obligation. The filing details the creation of this obligation, which is a significant event for the company's financial structure. Specific details regarding the nature and terms of the financial obligation are provided within the filing.

Why It Matters

This filing indicates a new financial commitment or obligation for MFA Financial, Inc., which could impact its balance sheet and future financial flexibility.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce new risks related to repayment, interest rates, and market conditions.

Key Players & Entities

• MFA FINANCIAL, INC. (company) — Filer of the 8-K report
• April 17, 2024 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.01 — registered: Common Stock, par value $0.01 per share MFA New York Stock Exchan
• $75 million — y"), completed the issuance and sale of $75 million aggregate principal amount of its 9.000
• $11.25 million — option to purchase up to an additional $11.25 million aggregate principal amount of the Notes
• $72.2 million — enses, are expected to be approximately $72.2 million. The Company intends to use the net pro

Filing Documents

• tm2412020d1_8k.htm (8-K) — 46KB
• tm2412020d1_ex1-1.htm (EX-1.1) — 234KB
• tm2412020d1_ex5-1.htm (EX-5.1) — 19KB
• tm2412020d1_ex5-2.htm (EX-5.2) — 45KB
• tm2412020d1_ex5-1img001.jpg (GRAPHIC) — 37KB
• tm2412020d1_ex5-1img004.jpg (GRAPHIC) — 20KB
• tm2412020d1_ex5-2img001.jpg (GRAPHIC) — 3KB
• tm2412020d1_ex5-2img002.jpg (GRAPHIC) — 2KB
• 0001104659-24-048310.txt ( ) — 729KB
• mfa-20240417.xsd (EX-101.SCH) — 3KB
• mfa-20240417_def.xml (EX-101.DEF) — 27KB
• mfa-20240417_lab.xml (EX-101.LAB) — 37KB
• mfa-20240417_pre.xml (EX-101.PRE) — 26KB
• tm2412020d1_8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 17, 2024, MFA Financial, Inc., a Maryland corporation (the "Company"), completed the issuance and sale of $75 million aggregate principal amount of its 9.000% Senior Notes due 2029 (the "Notes"), in a public offering pursuant to the Company's registration statement on Form S-3ASR (File No. 333-267632) (the "Registration Statement") and a related prospectus, as supplemented by a preliminary prospectus supplement, dated April 15, 2024 and a final prospectus supplement dated April 15, 2024, each filed with the Securities Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the Underwriting Agreement (as defined below), the Company also granted the Underwriters (as defined below) a 30-day option to purchase up to an additional $11.25 million aggregate principal amount of the Notes to cover over-allotments, if any. The Notes were sold pursuant to an underwriting agreement (the "Underwriting Agreement"), dated as of April 15, 2024, by and among the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Piper Sandler & Co. as representatives of the several underwriters named therein (collectively, the "Underwriters"), whereby the Company agreed to sell to the Underwriters and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes. The Company made certain customary representations, warranties and covenants concerning the Company and the Registration Statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. The Notes were issued at 100% of the principal amount, bear interest at a rate equal to 9.000% per year, payable in cash quarterly in arrears on February 15, May 15, August 15

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit 1.1 Underwriting Agreement, dated April 15, 2024, by and among the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Piper Sandler & Co. as representatives of the several underwriters named therein. 4.1 Indenture, dated June 3, 2019, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Form 8-K, dated June 3, 2019). 4.2 Third Supplemental Indenture, dated April 17, 2024, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.10 to the Registrant's Registration Statement on Form 8-A, dated April 17, 2024). 4.3 Form of 9.000% Senior Notes Due 2029 of the Company (attached as Exhibit A to the Third Supplemental Indenture, incorporated herein by reference to Exhibit 4.10 to the Registrant's Registration Statement on Form 8-A, dated April 17, 2024). 5.1 Opinion of Venable LLP regarding the legality of the Notes. 5.2 Opinion of Hunton Andrews Kurth LLP regarding the legality of the Notes. 23.1 Consent of Venable LLP (included in Exhibit 5.1 hereto). 23.2 Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.2 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: April 17, 2024

View Full Filing

View this 8-K filing on SEC EDGAR