Rithm Capital Corp 8-K, filed Oct 2, 2023
Rithm Capital Corp. (RITM)
8-K
2023-10-02
For: 2023-10-02
View Original
Added on
April 05, 2026
About this 8-K
Rithm Capital Corp filed this 8-K on October 2, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2023
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Registrant’s telephone number, including area code (212 ) 850-7770
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(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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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 ☐
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Item 7.01
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Regulation FD Disclosure
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On October 2, 2023, Rithm Capital Corp. (“Rithm”) issued a press release announcing that it entered into a definitive agreement with Computershare
Limited (ASX: CPU) to acquire 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.
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Item 9.01
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Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number
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Description
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Press Release, dated as of October 2, 2023.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon
request.
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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: October 2, 2023
FOR IMMEDIATE RELEASE
Rithm Capital to Acquire Specialized Loan Servicing LLC
Transaction Grows Newrez’s Third-Party Servicing Business to $180 Billion
Rithm Capital Corp. (NYSE: RITM) (“Rithm Capital”), an asset manager focused on the real estate and financial services
industries, today announced it has entered into a definitive agreement with Computershare Limited (ASX: CPU) (“Computershare”) to acquire Computershare Mortgage Services Inc. and certain affiliated companies, including Specialized Loan Servicing
LLC (“SLS”), for a purchase price of approximately $720 million.
The acquisition includes approximately $136 billion in unpaid principal balance (UPB) of mortgage servicing rights, of which $85 billion is third-party
servicing, along with SLS’s origination services business. Following the close of the transaction, SLS’s portfolio and operations will be transitioned to and managed by Newrez LLC (“Newrez”), a Rithm portfolio company.
“We are thrilled to welcome SLS to the Newrez family. Our track record of acquisitions in the mortgage servicing space continues to deliver value not
only for our shareholders, but also for the millions of consumers we serve,” said Michael Nierenberg, Chairman, Chief Executive Officer and President of Rithm Capital.
“The addition of SLS continues to grow our best-in-class special servicing business and adds more clients and homeowners to the Newrez platform,” said
Baron Silverstein, President of Newrez. “It further strengthens our origination and servicing channels, both of which are designed to deliver a customer experience that prioritizes a successful homeownership journey.”
“Rithm has strong mortgage industry credentials and the ability to bring capital to scale the business further. With its track record of successful
M&A execution and integration, we expect a smooth transition for the business and our customers,” said Stuart Irving, CEO and President of Computershare.
Financing and Transaction Details
Rithm intends to finance the transaction through a mix of existing cash and available liquidity on the balance sheet, as well as additional MSR
financing.
The transaction remains subject to customary closing conditions, including regulatory approvals. Completion is expected to take place in the first half
of 2024.
For more information visit https://www.rithmcap.com/.
About Rithm Capital
Rithm Capital is an asset manager focused on the real estate and financial services industries. Rithm Capital’s investments in operating entities
include leading origination and servicing platforms held through its wholly-owned subsidiaries, Newrez LLC, Caliber Home Loans Inc. and Genesis Capital LLC, as well as investments in affiliated businesses that provide residential and commercial
real estate related services. The Company seeks to provide attractive risk-adjusted returns across interest rate environments. Since inception in 2013, Rithm Capital has delivered approximately $4.7 billion in dividends to shareholders. Rithm
Capital 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 company that combines mortgage origination and servicing to provide a customer-first journey and helps our customers make
smart moves throughout the lifetime of their mortgage loans. Differentiated by its origination platform, the Company provides customers with unparalleled lending options to purchase and refinance. Its servicing business services loans on behalf of
Newrez customers and includes third-party servicing brand, Shellpoint Mortgage Servicing. Founded in 2008, Newrez is headquartered in Fort Washington, Pennsylvania and is a member of the Rithm Capital Family of Companies. Caliber Home Loans, part
of the Newrez Family of Companies, is also a proven leader in the U.S. mortgage market with a diversified, customer-centric, purchase-focused platform with headquarters in Coppell, Texas.
About Computershare Limited (CPU)
Computershare (ASX: CPU) is a global market leader in transfer agency and share registration, employee equity plans, mortgage servicing, proxy
solicitation and stakeholder communications. We also specialize in corporate trust and a range of other diversified financial and governance services.
Founded in 1978, Computershare is renowned for its expertise in high integrity data management, high volume transaction processing and reconciliations,
payments and stakeholder engagement. Many of the world’s leading organizations use us to streamline and maximize the value of relationships with their investors, employees, creditors and customers.
Computershare is represented in all major financial markets and has over 14,000 employees worldwide.
For more information, visit www.computershare.com
Cautionary Note Regarding Forward-Looking Statements
Certain information in this press release may constitute “forward-looking statements” made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements are not historical facts. They represent management’s current expectations regarding future events and are subject to a number of trends and uncertainties, many of which are beyond Rithm
Capital’s control, which could cause actual results to differ materially from those described in the forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. These risks and
factors include, but are not limited to, the risks relating to the transaction, including in respect of the satisfaction of closing conditions and the timing thereof; unanticipated difficulties financing the transaction; unexpected challenges
related to the integration of SLS’s businesses and operations; changes in general economic and/or industry specific conditions; difficulties in obtaining governmental and other third party consents in connection with the transaction; unanticipated
expenditures relating to or liabilities arising from the transaction or the acquired businesses; uncertainties as to the timing of the transaction; litigation or regulatory issues relating to the transaction or the acquired business; the impact of
the transaction on relationships with, and potential difficulties retaining, employees, customers and other third parties; and the inability to obtain, or delays in obtaining, expected benefits from the transaction.
For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Cautionary
Statements Regarding Forward Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Rithm Capital’s most recent annual and quarterly reports and other filings filed with
the U.S. Securities and Exchange Commission, which are available on Rithm Capital’s website (www.rithmcap.com). New risks and uncertainties emerge from time to time, and it is not possible for Rithm Capital to predict or assess the impact of every
factor that may cause its actual results to differ from those contained in any forward-looking statements. Forward-looking statements contained herein speak only as of the date of this press release, and Rithm Capital expressly disclaims any
obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Rithm Capital’s expectations with regard thereto or change in events, conditions or circumstances on which any
statement is based.
Contacts
Newrez
Media
Zach Pardes
Chief Marketing Officer
212-850-5083
publicrelations@newrez.com
Rithm
Investor Relations
212-850-7770
IR@RithmCap.com
Media
Jon Keehner / Sarah Salky
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
ritm-jf@joelefrank.com
Computershare
Michael Brown
Investor Relations
Ph +61 (0) 400 24 8080
michael.brown@computershare.com.au