Latest news with #Rule144A
Business Wire
2 days ago
- Business
- Business Wire
Franklin BSP Realty Trust, Inc. Announces Issuance of Unsecured Senior Notes
NEW YORK--(BUSINESS WIRE)--Franklin BSP Realty Trust, Inc. (NYSE: FBRT) ('FBRT' or the 'Company') today announced that through its operating partnership, FBRT OP LLC, it has successfully issued, in a private offering, $107 million aggregate principal amount of unsecured senior notes, consisting of $82 million of 8.25% unsecured senior notes due 2030 (the 'Fixed Rate Notes') and $25 million of floating rate unsecured senior notes due 2028, with an initial coupon of approximately 8.33% (the 'Floating Rate Notes,' and together with the Fixed Rate Notes, the 'Notes'). The Fixed Rate Notes will mature on April 25, 2030 and the Floating Rate Notes will mature on April 25, 2028. The Company expects to use the net proceeds from the issuance of the Notes for general corporate purposes, which may include funding a portion of the purchase price for the recently announced acquisition of NewPoint Holdings JV LLC. There is no guarantee such acquisition will close, and the issuance of the Notes was not contingent on the closing of such acquisition. The Notes were offered only to persons reasonably believed to be qualified institutional buyers and accredited investors in reliance on Rule 144A and Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will not initially be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements of the Securities Act or any state securities laws. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or 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 jurisdiction. About Franklin BSP Realty Trust, Inc. Franklin BSP Realty Trust, Inc. (NYSE: FBRT) is a real estate investment trust that originates, acquires and manages a diversified portfolio of commercial real estate debt secured by properties located in the United States. As of March 31, 2025, FBRT had approximately $5.7 billion of assets. FBRT is externally managed by Benefit Street Partners L.L.C., a wholly owned subsidiary of Franklin Resources, Inc. For further information, please visit Forward-Looking Statements Certain statements included in this press release are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should" or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The Company's forward-looking statements are subject to various risks and uncertainties. Factors that could cause actual outcomes to differ materially from our forward-looking statements include macroeconomic factors in the United States including inflation, changing interest rates and economic contraction, the extent of any recoveries on delinquent loans, the financial stability of our borrowers and the other, risks and important factors contained and identified in the Company's filings with the Securities and Exchange Commission ('SEC'), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its subsequent filings with the SEC, any of which could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in this communication are made only as of the date hereof.
Business Wire
4 days ago
- Business
- Business Wire
Hilton Grand Vacations Completes $300 Million Term Securitization
ORLANDO, Fla.--(BUSINESS WIRE)-- Hilton Grand Vacations Inc. (NYSE:HGV) announces today the completion of a $300 million securitization of timeshare loans through Hilton Grand Vacations Trust 2025-1 ('the Trust' or 'HGVT'). Three classes of Notes were issued by the Trust, including approximately $166.5 million of Class A Notes, approximately $87 million of Class B Notes and approximately $46.5 million of Class C Notes. The Class A Notes have a coupon rate of 4.88%, the Class B Notes have a coupon rate of 5.18%, and the Class C Notes have a coupon rate of 5.52%, for an overall weighted average coupon rate of 5.07%, and an overall advance rate of 97%. 'We continue to see robust investor demand for paper issued on our HGVT platform with peak oversubscription reaching approximately 12x during the marketing process,' said Dan Mathewes, president and chief financial officer of Hilton Grand Vacations. 'The ability to issue notes at attractive rates in this environment is testament to the strength of the platform and our ability to monetize our financing business to benefit our shareholders.' Proceeds of the issuance, net of fees, will be used to pay down debt and for other general corporate purposes. Wells Fargo Securities served as the Structuring Lead Manager and Joint Bookrunner along with BofA Securities, Deutsche Bank Securities, Barclays, Goldman Sachs & Co. LLC, and Truist Securities. CIBC Capital Markets, Citizens Capital Markets, HSBC, MUFG, Regions Securities LLC, and R. Seelaus & Co., LLC served as a Co-Managers. Alston and Bird LLP represented HGV as issuer counsel. The Notes were offered in a private placement within the U.S. to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act') and outside the U.S. to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and therefore may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release is an announcement of record only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes, all of which have been sold. Certain classes of the transaction were rated by Standard & Poor's Financial Services LLC (S&P) and Fitch Ratings (Fitch). Important Notice This press release contains 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. Forward-looking statements convey management's expectations as to the future of HGV, and are based on management's beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time HGV makes such statements. Forward-looking statements include all statements that are not historical facts, and may be identified by terminology such as the words 'outlook,' 'believe,' 'expect,' 'potential,' 'goal,' 'continues,' 'may,' 'will,' 'should,' 'could,' 'would,' 'seeks,' 'approximately,' 'projects,' 'predicts,' 'intends,' 'plans,' 'estimates,' 'anticipates,' 'future,' 'guidance,' 'target,' or the negative version of these words or other comparable words, although not all forward-looking statements may contain such words. The forward-looking statements contained in this press release include statements related to HGV's revenues, earnings, taxes, cash flow and related financial and operating measures, and expectations with respect to future operating, financial and business performance and other anticipated future events and expectations that are not historical facts. HGV cautions you that our forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that are beyond HGV's control, which may cause the actual results, performance or achievements to be materially different from the future results. Any one or more of these risks or uncertainties could adversely impact HGV's operations, revenue, operating profits and margins, key business operational metrics, financial condition or credit rating. For a more detailed discussion of these factors, see the information under the captions 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' in HGV's most recent Annual Report on Form 10-K, which may be supplemented and updated by the risk factors in HGV's quarterly reports, current reports and other filings HGV makes with the SEC. HGV's forward-looking statements speak only as of the date of this communication or as of the date they are made. HGV disclaims any intent or obligation to update any 'forward-looking statement' made in this communication to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. About Hilton Grand Vacations Inc. Hilton Grand Vacations Inc. (NYSE:HGV) is recognized as a leading global timeshare company and is the exclusive vacation ownership partner of Hilton. With headquarters in Orlando, Florida, Hilton Grand Vacations develops, markets, and operates a system of brand-name, high-quality vacation ownership resorts in select vacation destinations. Hilton Grand Vacations has a reputation for delivering a consistently exceptional standard of service, and unforgettable vacation experiences for guests and nearly 725,000 Club Members. Membership with the Company provides best-in-class programs, exclusive services and maximum flexibility for our Members around the world.
Business Wire
4 days ago
- Business
- Business Wire
MakeMyTrip Announces Upsize and Pricing of Primary Offering of Ordinary Shares
NEW YORK & GURUGRAM, India--(BUSINESS WIRE)--MakeMyTrip Ltd (NASDAQ: MMYT, the ' Company ' or ' MakeMyTrip '), today announced the upsize and pricing of its previously announced underwritten registered public offering (the ' Primary Equity Offering ') of ordinary shares of the Company, par value US$0.0005 per share (the ' Primary Shares '). The size of the offering increased from the previously announced offering of 14,000,000 ordinary shares to 16,000,000 ordinary shares, at an offering price of US$90 per ordinary share. The underwriters have been granted a 13-day option to purchase up to 2,400,000 additional ordinary shares. The Primary Equity Offering is expected to close on June 23, 2025, subject to customary closing conditions. The Company also announced today by separate press release the pricing of an offering of 0.00% convertible senior notes in an aggregate principal amount of US$1.25 billion due 2030 (the ' Notes Offering ') in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the ' Securities Act '). The Company has granted the initial purchasers in the Notes Offering an option to purchase up to an additional US$187.5 million in aggregate principal amount of the Notes, exercisable for settlement within a 13-day period, beginning on, and including, the first date on which the Notes are issued. MakeMyTrip estimates that the net proceeds from the Primary Equity Offering will be approximately US$1.41 billion, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by the Company (or approximately US$1.62 billion if underwriters exercise in full their option to purchase additional ordinary shares). The Company plans to use all of the net proceeds from the Primary Equity Offering and the Notes Offering for the Repurchase (as described below) of a portion of the Class B shares of the Company from Group Limited (' '). Repurchase MakeMyTrip plans to use all of the net proceeds from the Primary Equity Offering and the Notes Offering to repurchase a portion of its Class B shares from at a price per Class B share based on the offering price per ordinary share in the Primary Equity Offering after deducting underwriting discounts and commissions per ordinary share in the Primary Equity Offering (such transaction, the ' Repurchase '). The Repurchase will be made pursuant to the Share Repurchase Agreement entered into on June 16, 2025 between MakeMyTrip and Other Matters Nothing in this press release shall constitute an offer to sell or the solicitation of an offer to buy any securities, including the Notes or the Primary Shares, nor shall there be any offer or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Primary Equity Offering is being made only by means of prospectus supplement and accompanying prospectus pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission (the ' SEC '). The closing of each of the Notes Offering and the Primary Equity Offering is conditioned upon the closing of each of the other offerings and vice versa. If the concurrent Notes Offering is not consummated, the concurrent Primary Equity Offering will terminate. Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as joint book-running managers for the Primary Equity Offering. The Company has filed an automatic shelf registration statement on Form F-3 with the SEC. A prospectus supplement and the related base prospectus describing the terms of the Primary Equity Offering have been filed with the SEC. When available, the final prospectus supplement for the Primary Equity Offering will be filed with the SEC. The Primary Equity Offering is being made only by means of the prospectus supplement and accompanying base prospectus. Before you invest, you should read the prospectus supplement and the accompanying base prospectus and other documents that the Company has filed with the SEC for more complete information about the Company and the offering. You may obtain these documents free of charge by visiting EDGAR on the SEC website at Copies of the prospectus supplement and the accompanying base prospectus may be obtained by contacting: (i) Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or (ii) J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: 866-803-9204 or by email: at prospectus-eq_fi@ Forward-Looking Statements This document contains 'forward-looking statements' within the meaning of the 'safe harbor' provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this document, including but not limited to, statements about MakeMyTrip's goals, targets, projections, outlooks, beliefs, expectations, strategy, plans, objectives of management for future operations of MakeMyTrip, and growth opportunities, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including 'anticipate,' 'expect,' 'suggest,' 'plan,' 'believe,' 'intend,' 'estimate,' 'target,' 'project,' 'should,' 'could,' 'would,' 'may,' 'will,' 'forecast' or other similar expressions. Forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of MakeMyTrip, which involve inherent risks and uncertainties, and therefore should not be relied upon as being necessarily indicative of future results. A number of factors, including macro-economic, industry, business, regulatory and other risks, could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to: MakeMyTrip's ability to grow at the desired rate or scale and its ability to manage its growth; its ability to further develop its business, including new products and services; its ability to attract and retain partners and consumers; its ability to compete effectively in the intensely competitive and constantly changing market; its ability to continue to raise sufficient capital; its ability to reduce net losses and the use of partner and consumer incentives, and to achieve profitability; potential impact of the complex legal and regulatory environment on its business; its ability to protect and maintain its brand and reputation; general economic, social, and political conditions, currency exchange fluctuations and inflation; expected growth of markets in which MakeMyTrip operates or may operate; and its ability to defend any legal or governmental proceedings instituted against it. In addition to the foregoing factors, you should also carefully consider the other risks and uncertainties described under ' Item 3. Key Information – D. Risk Factors ' and in other sections of MakeMyTrip's annual report on Form 20-F for the fiscal year ended March 31, 2025, as well as in other documents filed by MakeMyTrip from time to time with the U.S. Securities and Exchange Commission. All information provided in this release is provided as of the date of issuance of this release, and MakeMyTrip does not undertake any obligation to update any forward-looking statement, except as required under applicable law. About MakeMyTrip Limited We own and operate well-recognized online travel brands, including MakeMyTrip, Goibibo and redBus. Through our primary websites, and mobile platforms, travelers can research, plan and book a wide range of travel services and products in India and overseas. Our services and products include air ticketing, hotel and alternative accommodations bookings, holiday planning and packaging, bus ticketing, rail ticketing, car hire and ancillary travel requirements such as facilitating access to third-party travel insurance, forex services, and visa processing. We provide our customers with access to all major domestic full-service and low-cost airlines operating in India and all major airlines operating to and from India, a comprehensive set of domestic accommodation properties in India and a wide selection of properties outside of India, Indian Railways, and all major Indian bus operators.
Business Wire
5 days ago
- Business
- Business Wire
NOG Announces Proposed Reopening of 3.625% Convertible Senior Notes Due 2029
MINNEAPOLIS--(BUSINESS WIRE)--Northern Oil and Gas, Inc. (NYSE: NOG) (the 'Company' or 'NOG') today announced its intention to offer, subject to market and other conditions, $150.0 million aggregate principal amount of additional 3.625% convertible senior notes due 2029 (the 'new notes') in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'). The new notes will be issued under the same indenture as the Company's $500.0 million aggregate principal amount of 3.625% convertible senior notes due 2029 (the 'initial notes' and, together with the new notes, the 'notes') issued on October 14, 2022 and will form a part of the same series of notes as the initial notes. While the new notes the Company is offering will initially trade under a Rule 144A CUSIP number, the Company expects that once de-legended, the new notes will trade with same CUSIP number as the initial notes. The Company also expects to grant the initial purchasers of the new notes an option to purchase, for settlement within a period of 13 days from, and including, the date new notes are first issued, up to an additional $22.5 million principal amount of new notes. The Company intends to use a portion of the net proceeds of the offering to fund the cost of entering into the capped call transactions described below. In addition, the Company intends to use a portion of the net proceeds of the offering to repurchase shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the new notes or its affiliate, as the Company's agent. The Company intends to use any remaining net proceeds from the offering for general corporate purposes (initially, the repayment of a portion of the outstanding debt under its revolving credit facility). If the initial purchasers exercise their option to purchase additional new notes, the Company expects to use a portion of the net proceeds from the sale of the additional new notes to enter into additional capped call transactions. The new notes will be senior, unsecured obligations of the Company, will accrue interest payable semi-annually in arrears and will mature on April 15, 2029, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. The Company will settle conversions by paying or delivering, as applicable, cash and, if applicable, shares of its common stock, based on the applicable conversion rate(s). The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company's option at any time, and from time to time, on or after April 15, 2026 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company's common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Notwithstanding the foregoing, the Company will agree not to call any of the new notes issued in the offering for redemption unless those notes are 'freely tradable' (as defined in the indenture governing the initial notes) pursuant to the proviso to the first sentence of the definition thereof. If certain corporate events that constitute a 'fundamental change' occur, then, subject to a limited exception, noteholders may require the Company to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. In connection with the pricing of the new notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the 'counterparties'). The capped call transactions are expected to offset the potential dilution to the Company's common stock upon any conversion of new notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted new notes, as the case may be, with such offset subject to a cap. The Company expects that, in connection with establishing their initial hedge of the capped call transactions, the counterparties or their respective affiliates will purchase shares of the Company's common stock and/or enter into various derivative transactions with respect to the Company's common stock concurrently with, or shortly after, the pricing of the new notes, including potentially with certain investors in the new notes. These activities could increase (or reduce the size of any decrease in) the market price of the common stock or the notes at that time. In addition, the counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company's common stock and/or purchasing or selling shares of common stock or other securities of the Company in secondary market transactions following the pricing of the new notes and prior to the maturity of the notes (and are likely to do so during any observation period relating to a conversion of the notes). This activity could also cause or prevent an increase or a decrease in the market price of the common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, could affect the number of shares of the Company's common stock and value of the consideration that noteholders will receive upon conversion of the notes. The offer and sale of the new notes and any shares of common stock issuable upon conversion of the new notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the new notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the new notes or any shares of common stock issuable upon conversion of the new notes, nor will there be any sale of the new notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. ABOUT NOG NOG is a real asset company with a primary strategy of acquiring and investing in non-operated minority working and mineral interests in the premier hydrocarbon producing basins within the contiguous United States. SAFE HARBOR This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act and the Securities Exchange Act of 1934, as amended. All statements, including statements regarding the timing and size of the proposed offering and the anticipated use of the net proceeds therefrom, other than statements of historical facts included in this press release, are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as 'estimate,' 'project,' 'predict,' 'believe,' 'expect,' 'continue,' 'anticipate,' 'target,' 'could,' 'plan,' 'intend,' 'seek,' 'goal,' 'will,' 'should,' 'may' or other words and similar expressions that convey the uncertainty of future events or outcomes. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond NOG's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on NOG's current properties and properties pending acquisition; infrastructure constraints and related factors affecting NOG's properties; general economic or industry conditions, whether internationally, nationally and/or in the communities in which NOG conducts business, including any future economic downturn, cost inflation, supply chain disruptions, the impact of continued or further inflation, disruption in the financial markets, changes in the interest rate environment and actions taken by OPEC and other oil producing countries as it pertains to the global supply and demand of, and prices for, crude oil, natural gas and NGLs; ongoing legal disputes over, and potential shutdown of, the Dakota Access Pipeline; NOG's ability to identify and consummate additional development opportunities and potential or pending acquisition transactions; the projected capital efficiency savings and other operating efficiencies and synergies resulting from NOG's acquisition transactions, integration and benefits of property acquisitions, or the effects of such acquisitions on NOG's cash position and levels of indebtedness; changes in NOG's reserves estimates or the value thereof; disruption to NOG's business due to acquisitions and other significant transactions; changes in local, state, and federal laws, regulations or policies that may affect NOG's business or NOG's industry (such as the effects of tax law changes, and changes in environmental, health, and safety regulation and regulations addressing climate change, and trade policy and tariffs); conditions of the securities markets; risks associated with the notes, including the potential impact that the notes may have on NOG's financial position and liquidity, potential dilution, and that provisions of the notes could delay or prevent a beneficial takeover of NOG; the potential impact of the capped call transactions undertaken in tandem with the new notes issuance, including counterparty risk; increasing attention to environmental, social and governance matters; NOG's ability to raise or access capital on acceptable terms; cyber-incidents could have a material adverse effect on NOG's business, financial condition or results of operations; changes in accounting principles, policies or guidelines; events beyond NOG's control, including a global or domestic health crisis, acts of terrorism, political or economic instability or armed conflict in oil and gas producing regions; and other economic, competitive, governmental, regulatory and technical factors affecting NOG's operations, products and prices. Additional information concerning potential factors that could affect future plans and results is included in the section entitled 'Item 1A. Risk Factors' and other sections of NOG's most recent Annual Report on Form 10-K, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause NOG's actual results to differ from those set forth in the forward-looking statements. The Company has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as may be required by applicable law or regulation, the Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Business Wire
5 days ago
- Business
- Business Wire
Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes
NEW YORK--(BUSINESS WIRE)--Rithm Capital Corp. (NYSE: RITM; 'Rithm' or the 'Company') announced today that it has priced its previously announced offering of $500 million aggregate principal amount of 8.000% senior unsecured notes due 2030 (the 'notes'). The Company intends to use a portion of the net proceeds from this offering to redeem its outstanding 6.250% senior unsecured notes due 2025 (the '2025 Notes'), with the remainder of the net proceeds to be used for general corporate purposes, which may include the repayment of other indebtedness. The notes will not have any registration rights. This press release does not constitute a notice of redemption with respect to the 2025 Notes. The offering is expected to close on June 20, 2025, subject to customary closing conditions. The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Accordingly, the notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and, outside the United States, in reliance on Regulation S under the Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. ABOUT RITHM CAPITAL Rithm Capital Corp. is a global, multi-dimensional asset manager with significant experience managing credit and real estate assets through various cycles. The firm combines deep institutional expertise with an entrepreneurial culture that drives innovation and disciplined growth across debt markets. Rithm's integrated platform spans structured credit, residential and commercial lending, and mortgage servicing rights (MSRs). Through subsidiaries such as Newrez, Genesis Capital, Sculptor Capital Management, and Adoor, Rithm has established a unique owner-operator servicing model, capable of sourcing, acquiring, underwriting, securitizing, and actively managing loans and securities, to drive value across private and public markets. Since inception in 2013, Rithm has delivered approximately $5.8 billion in dividends to shareholders. The Company is headquartered in New York City. FORWARD-LOOKING STATEMENTS This communication contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the Company's ability to complete the offering, the intended use of proceeds of the offering and the expected closing date of the offering. Forward-looking statements are not historical in nature and can be identified by words such as 'believe,' 'expect,' 'anticipate,' 'estimate,' 'project,' 'plan,' 'continue,' 'intend,' 'should,' 'would, 'could,' 'goal,' 'objective,' 'will,' 'may,' 'seek,' or similar expressions or their negative forms. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Rithm does not assume any duty or obligation (and does not undertake) to update or supplement any forward-looking statements. Because forward-looking statements are, by their nature, to different degrees, uncertain and subject to numerous assumptions, risks and uncertainties, actual results or future events, circumstances or developments could differ, possibly materially, from those that Rithm anticipated in its forward-looking statements, and future results and performance could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the section entitled 'Risk Factors' in Rithm's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, and other reports filed by Rithm with the SEC, copies of which are available on the SEC's website, The list of factors presented here is not, and should not be, considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.
