Current Report Filing (8-k)
May 09 2017 - 4:13PM
Edgar (US Regulatory)
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): May 4, 2017
MFA FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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1-13991
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13-3974868
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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350 Park Avenue, 20th Floor
New York, New York
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10022
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (212)
207-6400
Not Applicable
(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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
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.
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Item 1.01.
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Material Definitive Agreement.
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On May 4, 2017, MFA Financial, Inc. (the
Company) entered into an underwriting agreement (the Underwriting Agreement) with Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the
Underwriters), relating to (i) the offer and sale of 20,000,000 shares of the Companys common stock, par value $0.01 per share (Common Stock), and (ii) the grant by the Company to the Underwriters of an option
to purchase up to an additional 3,000,000 shares of Common Stock (together, the Shares), which the Underwriters exercised in full on May 5, 2017. The offering is expected to close on May 10, 2017, subject to the satisfaction of
customary closing conditions. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K
and the description of the Underwriting Agreement contained herein is qualified in its
entirety by reference to such exhibit.
The offering is being conducted pursuant to the Companys Registration Statement on Form
S-3
(File
No. 333-214659)
(the Registration Statement). The offering was made pursuant to the prospectus supplement, dated May 4, 2017, and the
accompanying prospectus, dated November 16, 2016, filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
Item 9.01.
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Financial Statement and Exhibits.
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On May 9, 2017, Venable LLP delivered an opinion
to the Company with respect to the validity of the Shares (the Opinion). The Opinion is being filed herewith, and thereby automatically incorporated by reference into the Registration Statement, in accordance with the requirements of
Item 601(b)(5) of Regulation
S-K
under the Securities Act of 1933.
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Exhibit
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1.1
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Underwriting Agreement, dated May 4, 2017, among MFA Financial, Inc. and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters.
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5.1
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Opinion of Venable LLP.
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23.1
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Consent of Venable LLP (included in Exhibit 5.1).
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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.
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Date: May 9, 2017
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MFA FINANCIAL, INC.
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By:
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/s/ Harold E. Schwartz
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Harold E. Schwartz
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Senior Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit
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1.1
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Underwriting Agreement, dated May 4, 2017, among MFA Financial, Inc. and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters.
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5.1
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Opinion of Venable LLP.
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23.1
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Consent of Venable LLP (included in Exhibit 5.1).
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