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NEW RESIDENTIAL INVESTMENT CORP. FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

August 22, 2014



Item 8.01. Other Events.

On August 21, 2014, New Residential Investment Corp. (the "Company") filed with the Securities and Exchange Commission a prospectus supplement (the "Prospectus Supplement") to the prospectus dated May 16, 2014 included in the Company's automatic shelf registration statement on Form S-3ASR (No. 333-196060). 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) 29,930,146 shares of the Company's common stock, par value $0.01 per share ("Common Stock") available as of the date hereof for issuance under the Plan, and (ii) 175,000 shares of the Company's Common Stock that would be issued upon the exercise of outstanding options 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 2,822,130 shares of Common Stock that may be offered for resale from time to time by the Selling Stockholders 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 Selling Stockholders.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)



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Source: Edgar Glimpses


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