Rithm Capital Corp. Enters Material Definitive Agreement

TL;DR

Rithm Capital Corp. just signed a big deal, creating new financial obligations.

AI Summary

On March 19, 2024, Rithm Capital Corp. entered into a material definitive agreement related to its preferred stock. This filing also details the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for Rithm Capital Corp., potentially impacting its financial obligations and balance sheet.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Players & Entities

• Rithm Capital Corp. (company) — Filer of the 8-K
• New Residential Investment Corp. (company) — Former company name
• March 19, 2024 (date) — Date of filing and event

FAQ

Key Financial Figures

• $0.01 — on which registered: Common Stock, $0.01 par value per share RITM New York S
• $275 million — together with cash on hand, to purchase $275 million aggregate principal amount (the "Tender

Filing Documents

• ef20024409_8k.htm (8-K) — 46KB
• ef20024409_ex4-1.htm (EX-4.1) — 845KB
• ef20024409_ex99-1.htm (EX-99.1) — 27KB
• image00001.jpg (GRAPHIC) — 2KB
• 0001140361-24-014140.txt ( ) — 1280KB
• ritm-20240319.xsd (EX-101.SCH) — 5KB
• ritm-20240319_def.xml (EX-101.DEF) — 19KB
• ritm-20240319_lab.xml (EX-101.LAB) — 30KB
• ritm-20240319_pre.xml (EX-101.PRE) — 22KB
• ef20024409_8k_htm.xml (XML) — 10KB

01

Item 1.01. Entry into a Material Definitive Agreement. 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 Com

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 is incorporated by reference into this Item 2.03.

01

Item 8.01. Other Events. 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"). On March 18, 2024, the Company issued a press release announcing the early tender results of the Tender Offer. A copy of the press release issued by the Company announcing the early tender results is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed herewith: No. Description 4.1 Indenture, dated March 19, 2024, between Rithm Capital Corp. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of Rithm Capital Corp.'s 8.000% senior unsecured notes due 2029 (included in Exhibit 4.1 hereto). 99.1 Press Release announcing the early tender results of the Tender Offer, dated March 18, 2024. 10.4 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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 Rithm Capital Corp. /s/ Nicola Santoro, Jr. Nicola Santoro, Jr. Chief Financial Officer and Chief Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR