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): September 24, 2024
Rithm Capital Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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(State or other jurisdiction of incorporation)
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001-35777
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45-3449660
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(Commission File Number)
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(IRS Employer Identification No.)
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799 Broadway New York New York
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10003
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(Address of principal executive offices)
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(Zip Code)
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(212) 850-7770
(Registrant’s telephone number, including area code)
(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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading
Symbols:
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Name of each exchange on
which registered:
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Common Stock, $0.01 par value per share
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RITM
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New York Stock Exchange
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7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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RITM PR A
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New York Stock Exchange
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7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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RITM PR B
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New York Stock Exchange
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6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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RITM PR C
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New York Stock Exchange
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7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock
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RITM PR D
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New York Stock Exchange
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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 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 24, 2024, Rithm Capital Corp. (“Rithm” or the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”), by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and UBS Securities LLC, the representatives of the several underwriters named therein (collectively, the “Underwriters”).
The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.
Pursuant to the Underwriting Agreement, subject to the terms and conditions expressed therein, the Company agreed to sell to the
Underwriters an aggregate of 30,000,000 shares of the Company’s common stock at a price of $11.34 per share, and granted the Underwriters an option (the “Option”)
for 30 days to purchase up to an additional 4,500,000 shares of the Company’s common stock at a price of $11.34 per share. The shares of common stock are being sold pursuant to a prospectus supplement, dated September 24, 2024, and related
prospectus, dated August 5, 2022, each filed with the Securities and Exchange Commission, relating to the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-266599).
The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act
of 1933, as amended. If the Company is unable to provide the required indemnification, the Company has agreed to contribute to payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement
contains customary representations, warranties and agreements of the Company, and customary conditions to closing. The offering is expected to close on September 26, 2024, subject to the conditions stated in the Underwriting Agreement.
Certain of the Underwriters and their affiliates have in the past provided, are currently providing and may in the
future from time to time provide, investment banking and other financing, trading, banking, research, transfer agent and trustee services to the Company, its subsidiaries and its affiliates, for which they have in the past received, and may
currently or in the future receive, fees and expenses.
The net proceeds from the sale of common stock in the offering is expected to be used for general corporate purposes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
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Underwriting Agreement, dated September 24, 2024, among Rithm Capital Corp. and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC
and UBS Securities LLC.
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
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104
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Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURE
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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RITHM CAPITAL CORP. (Registrant)
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/s/ Nicola Santoro, Jr.
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Nicola Santoro, Jr.
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Chief Financial Officer and Chief Accounting Officer
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Date: September 26, 2024