Rithm Capital Corp.
09/26/2024 | Press release | Distributed by Public on 09/26/2024 04:05
Material Agreement Form 8 K
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.