Terms

Series

7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

7%

Rate Type

Fixed To Floating

Annual Dividend

$1.75

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

November 15, 2026

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness And Other Liabilities Of New Residential Investment Corp., All Liabilities And Preferred Equity Of Subsidiaries (~$29.4 Billion As Of June 30, 2021); Pari Passu With: Series A Preferred Stock (7.50% Fixed-To-Floating), Series B Preferred Stock (7.125% Fixed-To-Floating), Series C Preferred Stock (6.375% Fixed-To-Floating), All Other Parity Preferred Equity; Senior To: Common Stock, All Equity Securities Expressly Subordinated To Series D Preferred Stock

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

17,000,000

Prospectus Summary

New Residential Investment Corp. (NYSE: NRZ), a REIT-structured mortgage investment manager, is offering 17,000,000 shares of its 7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock with a $25.00 liquidation preference. The stock pays 7.00% per annum ($1.75/share annually, $0.4375/quarter) through November 14, 2026, then resets every five years at the then-current five-year U.S. Treasury rate plus 622.3 basis points. The security is cumulative, meaning any dividends the board fails to declare accumulate and must be paid in full before any dividend can be paid on common stock or junior securities, providing a measure of income protection to investors. The Series D Preferred Stock sits above common equity but below all debt and other liabilities in the capital stack. It ranks pari passu with NRZ's outstanding Series A, B, and C preferred stocks. Critically, it is effectively subordinated to approximately $29.4 billion of indebtedness and other liabilities of NRZ and its subsidiaries as of June 30, 2021, creating significant structural subordination risk since subsidiaries have no obligation to upstream cash to the holding company. There is no bank-regulatory Tier 1 capital call; however, NRZ may redeem the preferred prior to November 15, 2026 if necessary to preserve its REIT tax status, a provision that could be triggered by changes in tax law or IRS guidance affecting REIT qualification. At the $25.00 offering price, the initial fixed yield is 7.00% per annum. Dividends are paid quarterly on February 15, May 15, August 15, and November 15, with the record date set as the first day of each payment month. Because NRZ is a REIT, dividends will generally be characterized as ordinary income rather than qualified dividend income (QDI) and will not qualify for the 15%/20% preferential tax rate or the corporate dividends-received deduction (DRD) in most circumstances. Debt covenants may restrict dividend payments, and since dividends are declared at board discretion (though cumulative if missed), investors should note that six missed quarterly payments trigger limited board representation rights but do not automatically cure the shortfall.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

Dividends on the Series D Preferred Stock are not automatically blocked by non-payment to junior securities; however, existing and future debt covenants may restrict or prohibit dividend payments on the preferred stock.

Other Preferreds from Rithm Capital Corp.

Div Score Breakdown

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