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BUSINESS AND ORGANIZATION
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BUSINESS AND ORGANIZATION BUSINESS AND ORGANIZATION
 
Rithm Capital Corp. (together with its consolidated subsidiaries, “Rithm Capital,” or the “Company”) is a Delaware corporation that is primarily focused on managing assets and investments in the real estate and financial services sectors.

Rithm Capital was formed as a limited liability company in September 2011 (commenced operations on December 8, 2011) for the purpose of making real estate and financial related investments. Rithm Capital is an independent publicly traded Real Estate Investment Trust (“REIT”). Rithm Capital’s investment portfolio is composed of mortgage servicing related assets (full and excess mortgage servicing rights (“MSRs”) and servicer advances), residential securities (and associated call rights), loans (mortgage, consumer and business purpose loans), single-family rental properties and commercial real estate. Rithm Capital’s investments in operating entities include leading origination and servicing platforms held through its wholly-owned subsidiaries, Newrez LLC (“Newrez”) and Caliber Home Loans Inc. (“Caliber,” and together with Newrez, the “Mortgage Company”) and Genesis Capital LLC (“Genesis”), as well as investments in affiliated businesses that provide mortgage related services.

Prior to June 17, 2022, Rithm Capital operated under a management agreement (the “Management Agreement”) with FIG LLC (the “Former Manager”), an affiliate of Fortress Investment Group LLC. For its services, the Former Manager was entitled to management fees and incentive compensation, both defined in, and in accordance with the terms of, the Management Agreement. On June 17, 2022, Rithm Capital entered into an Internalization Agreement with the Former Manager (the “Internalization Agreement”), pursuant to which the Management Agreement was terminated effective June 17, 2022 (the “Effective Date”), except that certain indemnification and other obligations survive, and the Company internalized its management functions in accordance with the Internalization Agreement (such transactions, the “Internalization”). As a result of the Internalization, Rithm Capital ceased to be externally managed, and following the Internalization, Rithm Capital operates as an internally managed REIT. In connection with the termination of the Management Agreement, the Company agreed to pay the Former Manager $400.0 million (subject to certain adjustments). Following the Internalization, the Company no longer pays a management or incentive fee to the Former Manager.
 
Rithm Capital has elected and intends to qualify to be taxed as a REIT for U.S. federal income tax purposes. As such, Rithm Capital will generally not be subject to U.S. federal corporate income tax on that portion of its net income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by prescribed dates and complies with various other requirements. See Note 24, Income Taxes, for additional information regarding Rithm Capital’s taxable REIT subsidiaries.

Rithm Capital, through its wholly-owned subsidiaries New Residential Mortgage LLC (“NRM”) and the Mortgage Company, is licensed or otherwise eligible to service residential mortgage loans in all states within the United States and the District of Columbia. NRM and the Mortgage Company are also approved to service mortgage loans on behalf of investors, including the GSEs, and in the case of the Mortgage Company, Ginnie Mae. The Mortgage Company is also eligible to perform servicing on behalf of other servicers (subservicing) and investors.

The Mortgage Company sells substantially all of the mortgage loans that it originates into the secondary market. The Mortgage Company securitizes loans into RMBS through the GSEs and Ginnie Mae. Loans originated outside of the GSEs, guidelines of the Federal Housing Administration (“FHA”), United States Department of Agriculture (“USDA”) or Department of Veterans Affairs (“VA”) (for loans securitized with Ginnie Mae) are sold to private investors and mortgage conduits. The Mortgage Company generally retains the right to service the underlying residential mortgage loans sold and securitized by the Mortgage Company. NRM and the Mortgage Company are required to conduct aspects of their operations in accordance with applicable policies and guidelines.

Additionally, the Company owns the following affiliated businesses which provide mortgage related services to the Mortgage Company: eStreet Appraisal Management, LLC (“eStreet”) a provider of appraisal valuation services and Avenue 365 Lender Services, LLC (“Avenue 365”) a provider of title insurance and settlement services.

The Company also owns operating companies which support its single-family rental (“SFR”) portfolio and MSR investments.

Genesis is a lender specializing in providing capital to developers of new construction, fix and flip and rental hold projects across the residential spectrum (including single-family, multi-family and production home building.) Genesis supports the
Company's single-family rental strategy operated by Adoor LLC (“Adoor”). Adoor is a wholly-owned subsidiary focused on the acquisition and management of SFR properties.

Rithm Capital, through its wholly-owned subsidiary Guardian Asset Management (“Guardian”), provides property preservation and maintenance services for residential properties.

As of September 30, 2023, Rithm Capital conducted its business through the following segments: (i) Origination, (ii) Servicing, (iii) MSR Related Investments, (iv) Residential Securities, Properties and Loans, (v) Consumer Loans, (vi) Mortgage Loans Receivable and (vii) Corporate.

Agreement to Acquire Sculptor Capital Management, Inc.

On July 23, 2023, Rithm Capital and certain of its affiliates entered into an Agreement and Plan of Merger (including the schedules and exhibits thereto, and as it may be amended from time to time, including by the First Amendment and the Second Amendment (each as defined below), the “Merger Agreement”) with Sculptor Capital Management, Inc. (“Sculptor”) and certain of its affiliates. Pursuant to the original Merger Agreement, Rithm Capital was to acquire Sculptor in a transaction valued at approximately $639 million, which included $11.15 per Class A common share of Sculptor. On October 12, 2023, Rithm Capital entered into the First Amendment to amend the Merger Agreement to reflect, among other things, an updated transaction value of approximately $676 million, which included an increase to $12.00 per Class A common share of Sculptor. Additionally, on October 26, 2023, Rithm Capital entered into the Second Amendment to further amend the Merger Agreement to reflect, among other things, an updated transaction value of approximately $719.8 million, which includes an increase to $12.70 per Class A common share of Sculptor (including related transactions under the Merger Agreement, the “Sculptor Acquisition”).

The Sculptor Acquisition is targeted to close in the fourth quarter of 2023, subject to various approvals and customary closing conditions.

See Note 25 for further details.