Item 8.01. Other Events.
On August 12, 2016, New Residential Investment Corp. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to the prospectus dated August 10, 2016 included in the Company’s automatic shelf registration statement on Form S-3ASR (No. 333-213058). The Prospectus Supplement was filed for the purpose of registering the issuance of securities pursuant to the New Residential Investment Corp. Nonqualified Stock Option and Incentive Award Plan (the “Plan”) or in connection with resales from time to time by certain individuals who are eligible to receive such securities (collectively, the “Selling Stockholders”).
Specifically, the Prospectus Supplement registers: (i) 14,901,609 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) as to which awards may be granted under the Plan in the future, and (ii) 1,708,708 shares of the Company’s Common Stock as to which awards have previously been granted under the Plan. The Company will receive the exercise or purchase price of certain stock-based awards under the Plan if and when such awards are exercised or purchased for cash. The Company will not receive any proceeds if the stock-based awards are exercised on a cashless basis.
In addition, the Prospectus Supplement registers 1,453,527 shares of Common Stock that may be offered for resale from time to time by individuals to whom the shares (i) have been or may be issued under the Plan (including, without limitation, in connection with the exercise of options) or (ii) would be issued upon the exercise of options granted in connection with the spin-off of the Company from Newcastle Investment Corp. on May 15, 2013. The Company will not receive any proceeds from the sale of its Common Stock by such individuals.
In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, regarding the legality of the securities being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.
On August 11, 2016, the Company filed a Current Report on Form 8-K (the “August 11 Form 8-K”) disclosing, among other things, the
proposed acquisition of approximately $33 billion unpaid principal balance (“UPB”) of conventional mortgage servicing rights (“MSRs”) from Walter Investment Management Corp. (“Walter”) and approximately $35 billion UPB of MSRs representing substantially all of the assets of Walter Capital Opportunity, LP and its subsidiaries (collectively, “WCO”) and certain related assets of Walter, based on an agreement in principle, each as further described in the August 11 Form 8-K (the “Walter Transactions”).
On August 12, 2016, the Company filed a prospectus supplement (the “Capital Raise Prospectus Supplement”) to the prospectus dated August 10, 2016 included in the Company’s automatic shelf registration statement on Form S-3ASR (No. 333-213058) for an underwritten public offering of 20,000,000 shares of its Common Stock. The Capital Raise Prospectus Supplement included pro forma financial information of the Company that gives effect to the Walter Transactions and certain previously completed transactions. Attached hereto as Exhibit 99.1, and incorporated by reference into this Item 8.01, is such pro forma financial information. The Capital Raise Prospectus Supplement also included risk factors related to the Walter Transactions. Attached hereto as Exhibit 99.2, and incorporated by reference into this Item 8.01, are such risk factors.