Mfa Financial, Inc S-3ASR, filed Sep 27, 2022

Mfa Financial, Inc. (MFA)

S-3ASR 2022-09-27

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	Large accelerated filer ☒			Non-accelerated filer ☐
	Accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	ABOUT THIS PROSPECTUS					1
	FORWARD-LOOKING STATEMENTS					2
	MFA FINANCIAL, INC.					4
	RISK FACTORS					6
	USE OF PROCEEDS					7
	DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK					8
	DESCRIPTION OF DEPOSITARY SHARES					12
	DESCRIPTION OF WARRANTS					14
	DESCRIPTION OF DEBT SECURITIES					15
	DESCRIPTION OF OTHER SECURITIES					30
	CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS					31
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS					36
	PLAN OF DISTRIBUTION					62
	LEGAL MATTERS					64
	EXPERTS					65
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					66
	INFORMATION WE FILE					67

Class I	2 Directors	Expires 2023
Class II	3 Directors	Expires 2024
Class III	2 Directors	Expires 2025

SEC registration fee	$	*
Legal fees and expenses		**
Trustee fees and expenses		**
Accounting fees and expenses		**
Rating Agency Fees		**
Printing Fees and Expenses		**
Miscellaneous		**
Total	$	**

	Exhibit Number			Exhibit Description
	1.1			Form of Underwriting Agreement.*
	3.1			Articles of Amendment and Restatement, dated April 8, 1998 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 24, 1998 (Commission File No. 1-13991)).
	3.2			Articles of Amendment, dated August 5, 2002 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated August 13, 2002 (Commission File No. 1-13991)).
	3.3			Articles of Amendment, dated August 13, 2002 (incorporated herein by reference to Exhibit 3.3 to the Company’s Form 10-Q for the quarter ended September 30, 2002 (Commission File No. 1-13991)).
	3.4			Articles Supplementary, dated April 22, 2004, designating the Company’s 8.50% Series A Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 3.4 to the Company’s Form 8-A, dated April 22, 2004 (Commission File No. 1-13991)).
	3.5			Articles of Amendment, dated December 29, 2008 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated December 29, 2008 (Commission File No. 1-13991)).
	3.6			Articles Supplementary, dated January 1, 2010 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated January 5, 2010 (Commission File No. 1-13991)).
	3.7			Articles Supplementary, dated March 8, 2011 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated March 11, 2011 (Commission File No. 1-13991)).
	3.8			Articles of Amendment, dated May 24, 2011, (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated May 26, 2011 (Commission File No. 1-13991)).
	3.9			Articles Supplementary, dated April 12, 2013, designating the Company’s 7.50% Series B Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 15, 2013 (Commission File No. 1-13991)).
	3.10			Articles Supplementary, dated February 28, 2020, designating the Company’s 6.50% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (incorporated herein by reference to Exhibit 3.10 to the Company’s Registration Statement on Form 8-A filed with the SEC on February 28, 2020 (Commission File No. 1-13991)).
	3.11			Articles of Amendment, dated April 4, 2022 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 4, 2022 (Commission File No. 1-13991)).
	3.12			Articles of Amendment, dated April 4, 2022 (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K, dated April 4, 2022 (Commission File No. 1-13991)).
	3.13			Amended and Restated Bylaws of the Company (as amended and restated through April 10, 2017) (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 12, 2017 (Commission File No. 1-13991)).

	Exhibit Number			Exhibit Description
	4.1			Specimen of Common Stock Certificate of the Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4, dated February 12, 1998 (Commission File No. 333-46179)).
	4.2			Specimen of Preferred Stock Certificate representing the 7.50% Series B Cumulative Redeemable Preferred Stock of the Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K, dated April 15, 2013 (Commission File No. 1-13991)).
	4.3			Specimen of Preferred Stock Certificate representing the 6.50% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of the Company (incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form 8-A, dated February 28, 2020 (Commission File No. 1-13991)).
	4.4			Indenture, dated June 3, 2019, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K, dated June 3, 2019 (Commission File No. 1-13991)).
	4.5			First Supplemental Indenture, dated June 3, 2019, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K, dated June 3, 2019 (Commission File No. 1-13991)).
	4.6			Form of 6.25% Convertible Senior Notes due 2024 of the Company (incorporated herein by reference to Exhibit 4.3 to the Company’s Form 8-K, dated June 3, 2019 (Commission File No. 1-13991)).
	4.7			Form of Debt Securities.*
	4.8			Form of Deposit Agreement.*
	4.9			Form of Depositary Receipt.*
	4.10			Form of Warrant.*
	4.11			Form of Warrant Agreement.*
	5.1			Opinion of Venable LLP as to legality of the securities being registered by this Form S-3.
	8.1			Opinion of Hunton Andrews Kurth LLP as to tax matters.
	23.1			Consent of Venable LLP (included in Exhibit 5.1).
	23.2			Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1).
	23.3			Consent of KPMG LLP.
	24.1			Powers of Attorney (included on the signature page of the Registration Statement).
	25.1			Statement of Eligibility on Form T-1.
	25.2			Statement of Eligibility of any other Trustee on Form T-1.*
	107			Filing Fee Table.

				MFA FINANCIAL, INC.
				By:			/s/ Craig L. Knutson
							Name: Craig L. Knutson
							Title: President, Chief Executive Officer and Director

Name and Signature	Title	Date
/s/ Craig L. Knutson Craig L. Knutson	President, Chief Executive Officer and Director (Principal Executive Officer)	September 27, 2022
/s/ Stephen D. Yarad Stephen D. Yarad	Chief Financial Officer (Principal Financial Officer)	September 27, 2022
/s/ Michael Roper Michael Roper	Chief Accounting Officer (Principal Accounting Officer)	September 27, 2022
/s/ Laurie Goodman Laurie Goodman	Chairman and Director	September 27, 2022
/s/ Robin Josephs Robin Josephs	Director	September 27, 2022
/s/ Francis J. Oelerich III Francis J. Oelerich III	Director	September 27, 2022
/s/ Lisa Polsky Lisa Polsky	Director	September 27, 2022

	(a)	Name and address of each examining or supervising authority to which it is subject.

		Comptroller of Currency, Washington, D.C.
		Federal Deposit Insurance Corporation, Washington, D.C.

	(b)	Whether it is authorized to exercise corporate trust powers.
		The trustee is authorized to exercise corporate trust powers.

	1.	A copy of the Charter for Wilmington Trust, National Association.
	2.	The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 above.
	3.	The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 above.
	4.	A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of this Form T-1.
	5.	Not applicable.
	6.	The consent of Wilmington Trust, National Association as required by Section 321(b) of the Trust Indenture Act of 1939, attached hereto as Exhibit 6 of this Form T-1.
	7.	Current Report of the Condition of Wilmington Trust, National Association, published pursuant to law or the requirements of its supervising or examining authority, attached hereto as Exhibit 7 of this Form T-1.
	8.	Not applicable.
	9.	Not applicable.

	WILMINGTON TRUST, NATIONAL ASSOCIATION

	By:	/s/ Barry D. Somrock
	Name: Barry D. Somrock
	Title: Vice President

	1)	The name and address of each proposed nominee.
	2)	The principal occupation of each proposed nominee.
	3)	The total number of shares of capital stock of the association that will be voted for each proposed nominee.
	4)	The name and residence address of the notifying shareholder.
	5)	The number of shares of capital stock of the association owned by the notifying shareholder.

	1)	Define the duties of the officers, employees, and agents of the association.
	2)	Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.
	3)	Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.
	4)	Dismiss officers and employees.
	5)	Require bonds from officers and employees and to fix the penalty thereof.
	6)	Ratify written policies authorized by the association's management or committees of the board.
	7)	Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.
	8)	Manage and administer the business and affairs of the association.
	9)	Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.
	10)	Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.
	11)	Make contracts.
	12)	Generally perform all acts that are legal for a board of directors to perform.

	WILMINGTON TRUST, NATIONAL ASSOCIATION

Dated: September 27, 2022	By:	/s/ Barry D. Somrock
		Name: Barry D. Somrock
		Title: Vice President

	Very truly yours,
	/s/ Venable LLP

			Thousands of Dollars
ASSETS
Cash and balances due from depository institutions:			676,053
Securities:			5,734
Federal funds sold and securities purchased under agreement to resell:			0
Loans and leases held for sale:			0
Loans and leases net of unearned income, allowance:			67,670
Premises and fixed asset			23,935
Other real estate owned:			412
Investments in unconsolidated subsidiaries and associated companies:			0
Direct and indirect investments in real estate ventures:			0
Intangible assets:			0
Other assets:			65,657
Total Assets:			839,461

			Thousands of Dollars
LIABILITIES
Deposits			11,317
Federal funds purchased and securities sold under agreements to repurchase			0
Other borrowed money:			0
Other Liabilities:			81,479
Total Liabilities			92,796

	Thousands of Dollars
EQUITY CAPITAL
Common Stock	1,000
Surplus	527,260
Retained Earnings	218,675
Accumulated other comprehensive income	(270	)
Total Equity Capital	746,665
Total Liabilities and Equity Capital	839,461