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 1, 2024

Rithm Capital Corp.
(Exact name of registrant as specified in its charter)

 
Delaware
  
 
(State or other jurisdiction of incorporation)
  
001-35777
  
45-3449660
(Commission File Number)
  
(IRS Employer Identification No.)
     
799 Broadway
New York, New York
  
10003
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code (212) 850-7770

N/A
(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):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol:
Name of each exchange on which registered:
Common Stock, $0.01 par value per share
RITM
New York Stock Exchange
7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
RITM PR A
New York Stock Exchange
7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
RITM PR B
New York Stock Exchange
6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
RITM PR C
New York Stock Exchange
7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock
RITM PR D
New York Stock Exchange

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 7.01
Regulation FD Disclosure

On May 1, 2024, Rithm Capital Corp. (“Rithm”) issued a press release announcing that it completed its previously announced acquisition of Computershare Mortgage Services Inc. and certain affiliated companies, including Specialized Loan Servicing LLC. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and the information contained therein is incorporated by reference into this Item 7.01.

The information contained in the press release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, such information will not be incorporated by reference into any filing filed by Rithm under the Securities Act of 1933 or the Securities Exchange Act of 1934, unless specifically identified therein as being incorporated by reference therein. The furnishing of the information in this Current Report on Form 8-K with respect to the press release is not intended to, and does not, constitute a determination or admission by Rithm that such information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of Rithm.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
  
Description
 
Press Release, dated as of May 1, 2024.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

RITHM CAPITAL CORP.
(Registrant)

By: /s/ Nicola Santoro, Jr.
Name: Nicola Santoro, Jr.
Title: Chief Financial Officer and Chief Accounting Officer

Dated: May 1, 2024


Exhibit 99.1

RITHM CAPITAL CORP. COMPLETES ACQUISITION OF COMPUTERSHARE MORTGAGE SERVICES INC., EXPANDING NEWREZ LLC’S SERVICING PORTFOLIO AND SUBSERVICING PLATFORM

5/1/2024

NEW YORK--(BUSINESS WIRE)-- Rithm Capital Corp. (NYSE: RITM; “Rithm Capital”) today completed its previously announced acquisition of Computershare Mortgage Services Inc. and certain affiliated companies, including Specialized Loan Servicing LLC (“SLS”). Immediately following the closing of the acquisition, SLS merged into Newrez LLC (“Newrez”).

Transaction highlights:


 -
Adds ~$149b in unpaid principal balance of servicing UPB, of which $104b third-party and other servicing to Newrez portfolio

-
Adds new third-party clients and increases existing client wallet share, significantly expanding Newrez’s subservicing and special servicing businesses

-
Adds co-issue MSR acquisition capabilities to Newrez originations platform

-
Provides Newrez added operating leverage through additional scale

“This milestone marks another chapter in our history of strategic acquisitions to build a leading mortgage banking franchise – a core strategy of Rithm’s growth as we scale and diversify as an alternative asset manager,” said Michael Nierenberg, Chairman, Chief Executive Officer and President of Rithm Capital.

“SLS will further expand our robust subservicing business and brings with it a great reputation in the market – the team and Newrez share a commitment to delivering a best-in-class experience to both clients and homeowners,” said Baron Silverstein, President of Newrez. “The power of the combined platform will strengthen Newrez’s positioning in the market.”

For more information visit https://www.rithmcap.com/.

About Rithm Capital

Rithm Capital (NYSE: RITM) is a global asset manager focused on real estate, credit and financial services. Rithm makes direct investments and operates several wholly-owned operating businesses. Rithm’s businesses include Sculptor Capital Management, Inc., an alternative asset manager, as well as Newrez LLC, and Genesis Capital LLC, leading mortgage origination and servicing platforms. Rithm seeks to generate attractive risk-adjusted returns across market cycles and interest rate environments. Since inception in 2013, Rithm has delivered approximately $5.3 billion in dividends to shareholders. Rithm is organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes and is headquartered in New York City.

About Newrez

Newrez is a leading mortgage lender and servicer dedicated providing a customer-first experience and helping homeowners make smart moves throughout their homeownership journey. Newrez offers industry-leading servicing capabilities for owned MSRs and for third-party clients, as well as a robust origination model with presence in the retail, wholesale, correspondent, and consumer direct verticals. Newrez’s mission is to champion homeownership – the company helps clients achieve their homeownership goals through a wide array of products and services. Newrez was established in 2008 and is headquartered in Fort Washington, PA.