NEW YORK, May 30, 2019 /PRNewswire/ -- MFA Financial,
Inc. (NYSE: MFA) (the "Company") announced today the pricing of an
underwritten public offering of $200
million aggregate principal amount of its 6.25% convertible
senior notes due 2024 (the "Notes") at an issue price of 99.0%,
plus accrued interest, if any, from June 3, 2019. The offering is expected to close
on June 3, 2019 and is subject to
customary closing conditions. The Company has granted the
underwriters an option to purchase up to an additional $30 million aggregate principal amount of the
Notes to cover over-allotments.
The Company intends to add the net proceeds of the offering to
its general corporate funds, which the Company may use for general
working capital purposes, including to invest in additional
residential mortgage-related assets, including but not limited to,
residential whole loans, MBS, CRT securities and investments
related to mortgage servicing rights, and for working capital,
which may include, among other things, the repayment of amounts
outstanding under its repurchase agreements.
The Notes will be senior unsecured obligations of the Company,
pay interest semiannually in cash on June
15 and December 15 of each
year at a rate of 6.25% per annum and will mature on June 15, 2024, unless earlier converted, redeemed
or repurchased in accordance with their terms.
The Notes will be convertible at the option of the holders at
any time until the close of business on the business day
immediately preceding the maturity day into shares of the
Company's common stock at an initial conversion rate of 125.7387
shares of the Company's common stock per $1,000 principal amount of the Notes (equivalent
to an initial conversion price of approximately $7.95 per share), subject to customary
adjustments in certain circumstances. The initial conversion price
of the Notes represents a premium of approximately 10.0% to the
$7.23 per share closing price of the
Company's common stock on May 29,
2019.
The Company will not have the right to redeem the Notes prior to
maturity, except to the extent necessary to preserve its status as
a real estate investment trust, or REIT, for U.S. federal income
tax purposes, the Company may redeem all or part of the Notes at a
cash redemption price equal to the principal amount of the Notes to
be redeemed, plus accrued and unpaid interest to, but excluding,
the redemption date.
Holders of Notes may require the Company to purchase their Notes
upon the occurrence of certain events that constitute a fundamental
change under the indenture governing the Notes at a purchase price
equal to 100% of the principal amount thereof, plus accrued and
unpaid interest to, but excluding, the date of purchase. In
connection with certain corporate events, the Company will, under
certain circumstances, increase the conversion rate for holders who
elect to convert their Notes in connection with such corporate
event.
Morgan Stanley, Goldman Sachs & Co. LLC, Barclays and Wells
Fargo Securities will serve as joint book-running managers for the
offering.
The Notes will be offered under the Company's existing shelf
registration statement filed with the Securities and Exchange
Commission. The offering of these Notes will be made only by means
of a prospectus and a related prospectus supplement, a copy of
which may be obtained by contacting:
Morgan Stanley & Co. LLC
180 Varick St., 2nd Floor, New York, New
York 10014
Attn: Prospectus Department
or
Goldman Sachs & Co. LLC
200 West Street, New York, NY
10282
Attn: Prospectus Department
or
Barclays Capital Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Barclaysprospectus@broadridge.com
(888) 603-5847
or
Wells Fargo Securities, LLC
375 Park Avenue, 4th Floor, New York, New
York 10152
Attention: Equity Syndicate Department, by telephone at
1-800-326-5897 or by email at cmclientsupport@wellsfargo.com
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes or any other securities,
nor shall there be any sale of such Notes or any other securities
in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
About MFA Financial, Inc.
MFA Financial, Inc. is a real estate investment trust primarily
engaged in the business of investing, on a leveraged basis, in
residential mortgage assets, including residential mortgage-backed
securities and residential whole loans.
Forward-Looking Statements
This press release contains forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
and other federal securities laws. Forward-looking statements
involve numerous risks and uncertainties. The Company's actual
results may differ from the Company's beliefs, expectations,
estimates and projections and, consequently, you should not rely on
these forward-looking statements as predictions of future events.
Forward-looking statements are not historical in nature and can be
identified by words such as "anticipate," "estimate," "will,"
"should," "expect," "believe," "intend," "seek," "plan" and similar
expressions or their negative forms, or by references to strategy,
plans, or intentions. Forward-looking statements are based on the
Company's beliefs, assumptions and expectations of the Company's
future performance, taking into account information currently
available to it. No assurance can be given that the offering
discussed above will be consummated, or that the net proceeds of
the offering will be used as indicated. Consummation of the
offering and the application of the net proceeds of the offering
are subject to numerous possible events, factors and conditions,
many of which are beyond the control of the Company and not all of
which are known to it, including, without limitation, market
conditions and those described under the heading "Risk Factors" in
the prospectus supplement relating to the offering and in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2018, which can be
accessed at the Securities and Exchange Commission's website
at www.sec.gov. All forward-looking statements speak only as
of the date on which they are made. New risks and uncertainties
arise over time, and it is not possible to predict those events or
how they may affect the Company. The Company undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise, except as required by law.
Investor
Contact:
|
InvestorRelations@mfafinancial.com
|
|
MFA Investor
Relations
|
|
212-207-6488
|
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SOURCE MFA Financial, Inc.