Item 8.01. Other Events.
Option Plan Prospectus Supplement
On August 1, 2019, New Residential Investment Corp. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Option Plan Prospectus Supplement”) to the
prospectus dated August 1, 2019 included in the Company’s automatic shelf registration statement on Form S-3ASR (No. 333-232952). The Option Plan 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 Option Plan Prospectus Supplement registers: (i) 9,540,148 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) 10,514,083 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 Option Plan Prospectus Supplement registers 5,000 shares of Common Stock that may be offered for resale from time to time by individuals to whom the shares may be issued upon the exercise
of options related to our Common Stock granted under the Plan. The Company will not receive any proceeds from the sale of its Common Stock by such individuals.
In connection with the filing of the Option Plan 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.
ATM Prospectus Supplement
As previously reported in its Current Report on Form 8-K filed on July 30, 2018, the Company entered into a Distribution Agreement, dated July 30, 2018 (the “Distribution Agreement”), among BofA
Securities, Inc. (an assignee of certain rights and obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated), Barclays Capital Inc., BTIG, LLC and Raymond James & Associates, Inc. to sell shares of Common Stock (the “ATM Shares”)
having an aggregate offering price of up to $500 million, from time to time, through an “at-the-market” equity offering program (the “ATM Program”). As of August 1, 2019, the Company has sold ATM Shares having an aggregate offering price of
approximately $9 million under the ATM Program.
On August 1, 2019, the Company amended the Distribution Agreement pursuant to an Amendment No. 1 to the Distribution Agreement, dated August 1, 2019 (the “Amendment”), among the Company and BofA
Securities, Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Nomura Securities International, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC. The
Amendment supplements the Distribution Agreement by, among other things, (i) adding additional sales agents under the ATM Program, and (ii) restoring the aggregate offering price under the ATM Program to the original amount of $500 million.
The ATM Shares will be offered and sold pursuant to the Company’s effective shelf registration statement (Registration File No. 333-232952) on file with the SEC. The Company filed a prospectus
supplement, dated August 1, 2019, with the SEC in connection with the offer, issuance and sale of the ATM Shares (the “ATM Prospectus Supplement”).
The foregoing description of the Distribution Agreement and the Amendment is a summary and is qualified in its entirety by reference to the full text of the Distribution Agreement and the Amendment, which
are filed as Exhibit 1.1 and Exhibit 1.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Company is also filing this Current Report on Form 8-K to provide a legal opinion of its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, regarding the legality of the securities covered by the
ATM Prospectus Supplement, which opinion is attached hereto as Exhibit 5.2.