Terms

Series

Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6.375%

Rate Type

Fixed To Floating

Annual Dividend

$1.59

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

February 15, 2025

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness, Other Liabilities, All Liabilities And Preferred Equity Of Subsidiaries; Pari Passu With: Series A Preferred Stock (7.50% Fixed-To-Floating), Series B Preferred Stock (7.125% Fixed-To-Floating), Other Equity Securities Not Expressly Senior Or Subordinated; Senior To: Common Stock, Equity Securities Expressly Designated As Subordinated To Series C Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

14,000,000

Prospectus Summary

New Residential Investment Corp. (NYSE: NRZ), a publicly traded mortgage REIT, is offering 14,000,000 shares of its 6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock at a $25.00 liquidation preference per share. The stock pays a fixed rate of 6.375% per annum (≈$1.59375/share annually, paid quarterly on or about February 15, May 15, August 15, and November 15) through February 14, 2025, after which it resets to three-month LIBOR plus 496.9 basis points. The first call date coincides with the float transition: February 15, 2025, at $25.00 per share. Dividends are cumulative, meaning any missed payments accrue and must be paid in full before any distributions can be made to common stockholders. The Series C Preferred Stock sits above common equity in the capital structure but below all indebtedness and other liabilities of New Residential and its subsidiaries. As of September 30, 2019, the company and its subsidiaries carried approximately $32.3 billion of indebtedness and other liabilities that rank senior to this preferred. As a holding company issue, it is also effectively subordinated to all liabilities and preferred equity at the subsidiary level. It ranks pari passu with the outstanding Series A (7.50%) and Series B (7.125%) fixed-to-floating preferred stock. There is no traditional regulatory capital trigger; however, the issuer retains the right to redeem early if required to preserve its REIT status under U.S. federal tax law — a practical reminder that REIT qualification is the key regulatory constraint for this issuer rather than bank capital rules. At the $25.00 offering price, the fixed-period yield is exactly 6.375%. Because New Residential is a REIT, dividends are generally not eligible for the qualified dividend income (QDI) preferential tax rate of 15%/20% available to individuals, nor for the dividends-received deduction (DRD) available to corporate holders; instead, they are typically treated as ordinary income or return of capital, as characterized annually by the REIT. Dividends are paid quarterly; record dates fall approximately one month before each payment date (e.g., the first record date is on or about April 15, 2020 for the May 15, 2020 payment). Dividend payments can be interrupted if the company's existing or future debt covenants restrict payment; after six missed quarterly dividends, preferred holders gain the right to elect two directors to the board.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If the issuer fails to pay dividends on the Series C Preferred Stock for six or more quarterly periods (consecutive or not), holders gain the right to elect two additional directors; additionally, certain existing or future debt instruments may restrict the payment of dividends on the Series C Preferred Stock.

Other Preferreds from Rithm Capital Corp.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 42 (Average)