FWP: Filing under Securities Act Rules 163/433 of free writing prospectuses
Published on July 30, 2009
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-146819
Filed Pursuant to Rule 433
Registration Statement No. 333-146819
MFA
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FINANCIAL, INC. |
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350 Park Avenue |
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New York, New York 10022 |
PRESS RELEASE
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FOR IMMEDIATE RELEASE | |
July 29, 2009
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NEW YORK METRO | |
CONTACT: MFA Investor Relations 800-892-7547 |
NYSE: MFA |
MFA Financial, Inc. Announces
Pricing of Public Offering of Common Stock
Pricing of Public Offering of Common Stock
MFA Financial, Inc. (NYSE: MFA) announced today the pricing of an underwritten public offering of
50,000,000 shares of its common stock, at a price to the public of $7.05 per
share, for gross proceeds of $ 352.5 million. MFA has granted the underwriters a 30-day option
to purchase up to an additional 7,500,000 shares of common stock to cover over-allotments, if any.
All of the shares are being offered by MFA from its existing shelf registration statement filed
with the Securities and Exchange Commission.
The estimated net proceeds to MFA from this offering, after the payment of underwriting discounts
and commissions and related expenses, are expected to be approximately $ 336.2 million. MFA
intends to use the net proceeds from this offering to acquire additional residential
mortgage-backed securities (MBS), including senior most tranches of non-agency MBS, consistent
with its investment policy and for working capital, which may include, among other things, the
repayment of its repurchase agreements.
MFA expects to close the transaction on or about Tuesday, August 4, 2009, subject to the
satisfaction of customary closing conditions.
Morgan Stanley and Deutsche Bank Securities are acting as joint book-running managers for the
offering, with Credit Suisse, JMP Securities, UBS Investment Bank, Cantor Fitzgerald & Co. and
Keefe, Bruyette & Woods acting as co-managers.
This press release is neither an offer to sell nor a solicitation of an offer to buy shares of
common stock. The offering of these securities will be made only by means of a prospectus and a
related prospectus supplement. When available, copies of the prospectus supplement and the
accompanying prospectus may be obtained from: Morgan Stanley & Co. Incorporated, 180
Varick Street,
New York, NY 10014, Attention: Prospectus Department or by e-mailing prospectus@morganstanley.com
and/or Deutsche Bank Securities Inc., Harborside Financial
Center, 100 Plaza One, Jersey City, NJ 07311-3988, or by telephone toll free at 1-800-503-4611, or
by email at prospectusrequest@list.db.com, or from a Deutsche Bank Securities sales representative.
About MFA
MFA is a real estate investment trust (REIT) primarily engaged in the business of investment in a
portfolio of high-quality hybrid and adjustable-rate MBS.
When used in this press release or other written or oral communications, statements which are not
historical in nature, including those containing words such as believe, expect, anticipate,
estimate, plan, continue, intend, should, may or similar expressions, are intended to
identify forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such,
may involve known and unknown risks, uncertainties and assumptions. Statements regarding the
following subjects, among others, may be forward-looking: changes in interest rates and the market
value of MFAs MBS; changes in the prepayment rates on the mortgage loans securing MFAs MBS; MFAs
ability to borrow to finance its assets; implementation of or changes in government regulations or
programs affecting MFAs business; MFAs ability to maintain its qualification as a REIT for
federal income tax purposes; MFAs ability to maintain its exemption from registration under the
Investment Company Act of 1940; and risks associated with investing in real estate assets,
including changes in business conditions and the general economy. These and other risks,
uncertainties and factors, including those described in the annual, quarterly and current reports
that MFA files with the SEC, could cause MFAs actual results to differ materially from those
projected in any forward-looking statements it makes. 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 MFA. Except as required by law, MFA is not
obligated to, and does not intend to, update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
The issuer has filed a registration statement (including a prospectus and a preliminary prospectus
supplement dated July 28, 2009) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about the issuer and this
offering. You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the
offering will arrange to send you the prospectus if you request it from Morgan Stanley & Co.
Incorporated, 180 Varick Street, New York, NY 10014, Attention: Prospectus Department or by
e-mailing prospectus@morganstanley.com; Deutsche Bank Securities Inc., Harborside Financial
Center, 100 Plaza One, Jersey City, NJ 07311-3988, or by telephone toll free at 1-800-503-4611, or
by email at prospectusrequest@list.db.com, or from a Deutsche Bank Securities sales representative.