8-K: Current report filing
Published on April 16, 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
| Date of Report (Date of Earliest Event Reported): | April 16, 2013 |
MFA FINANCIAL, INC.
(Exact Name of Registrant as Specified in Charter)
|
Maryland |
1-13991 |
13-3974868 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
350 Park Avenue, 20th Floor, New York, New York 10022
(Address of Principal Executive Office) (Zip Code)
| Registrant’s Telephone Number, Including Area Code: | (212) 207-6400 |
| Not Applicable |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01. REGULATION FD DISCLOSURE.
MFA Financial, Inc. (the “Company”) announced that it will redeem all of its outstanding shares of 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). The redemption date will be May 16, 2013 (the “Redemption Date”), and the redemption price will be $25 per share, plus accrued and unpaid dividends up to and including the date of redemption (the “Redemption Price”).
On and after the Redemption Date, dividends on the shares of Series A Preferred Stock will cease to accrue, the shares of Series A Preferred Stock will no longer be deemed outstanding, and all rights of the holders of shares of Series A Preferred Stock will terminate, except the right to receive the Redemption Price.
The Company issued a press release, dated April 16, 2013, announcing the redemption of its Series A Preferred Stock, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information referenced in this Current Report on Form 8-K (including Exhibit 99.1) is being “furnished” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document filed by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
As discussed therein, the press release contains forward-looking statements within the meaning of the Securities Act and the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other documents filed with the SEC, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.
Exhibit
| 99.1 | Press release dated April 16, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MFA FINANCIAL, INC. | |||
| By: | /s/ Harold E. Schwartz | ||
| Name: Harold E. Schwartz | |||
| Title: Senior Vice President and General Counsel | |||
Date: April 16, 2013