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DEBT OBLIGATIONS (AS RESTATED)
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
DEBT OBLIGATIONS (AS RESTATED) DEBT OBLIGATIONS (AS RESTATED)
The following table summarizes Secured Financing Agreements, Secured Notes and Bonds Payable, and debt obligations related to consolidated funds:
December 31, 2023
(As Restated)		December 31, 2022
(As Restated)
Collateral
Debt Obligations/Collateral(C)
Outstanding Face Amount
Carrying Value(A)
Final Stated Maturity(B)
Weighted Average Funding CostWeighted Average Life (Years)Outstanding FaceAmortized Cost BasisCarrying ValueWeighted Average Life (Years)
Carrying Value(A)
Secured Financing Agreements
Warehouse Credit Facilities-Residential Mortgage Loans(D)
$1,940,295 $1,940,038 Jan-24 to Nov-256.8 %0.6$2,201,857 $2,315,385 $2,235,311 21.5$2,601,327 
Warehouse Credit Facility-
Mortgage Loans Receivable(E)
1,337,010 1,337,010 May-24 to Dec-258.2 %1.71,610,728 1,609,242 1,609,242 1.21,220,662 
Agency RMBS or Treasuries(F)
8,152,469 8,152,469  Jan-24 to Jul-24 5.5 %0.28,588,624 8,415,294 8,566,211 8.26,821,788 
Non-Agency RMBS(E)
610,189 610,189 Jan-24 to Oct-287.6 %0.815,285,491 932,248 958,292 6.1609,282 
SFR Properties(E)
20,534 20,534 Dec-248.2 %1.0N/A47,433 47,433 N/A4,677 
CLOs(G)
186,378 183,947 Jan-30 to Jul-356.4 %8.9186,378 184,112 184,112 8.9— 
Commercial Notes Receivable323,452 317,096 Dec-246.5 %0.9429,240 364,977 364,977  N/A — 
Total Secured Financing Agreements12,570,327 12,561,283 6.1 %0.611,257,736 
Secured Notes and Bonds Payable
Excess MSRs(E)
181,522 181,522  Oct-258.7 %1.860,049,904 235,395 272,308 6.1227,596 
MSRs(H)
4,807,776 4,800,728 Dec-24 to Nov-277.5 %1.9522,025,042 6,367,520 8,340,171 7.54,791,543 
Servicer Advance Investments(I)
278,845 278,042 Mar-24 to Aug-247.5 %0.2314,442 353,113 367,803 8.2318,445 
Servicer Advances(I)
2,254,515 2,254,369 Feb-24 to Sep-257.7 %0.42,856,680 2,760,250 2,760,250 0.72,361,259 
Residential Mortgage Loans(J)
650,000 650,000 May-246.5 %0.4649,978 651,948 652,059 29.2769,989 
Consumer Loans(K)
1,134,666 1,106,974 Jun-28 to Sep 377.0 %4.21,308,774 1,269,872 1,274,005 1.7299,498 
SFR Properties(L)
833,386 789,174  Mar-26 to Sep-27 4.1 %3.3 N/A 952,923 952,923  N/A 817,695 
Mortgage Loans Receivable200,000 200,000 Jul-265.8 %2.5224,720 224,720 224,720 0.6200,000 
Secured Facility- Asset Management75,000 69,121 Nov-258.8 %1.8 N/A  N/A  N/A  N/A — 
CLOs(G)
30,458 30,258 May-30 to Oct-347.1 %6.730,458 30,425 30,425 6.7— 
Total Secured Notes and Bonds Payable10,446,168 10,360,188 7.1 %1.99,786,025 
Notes Payable of Consolidated CFEs(M)
Consolidated funds(N)
222,250 218,157 May-375.0 %4.8205,723  N/A 203,794  N/A — 
Residential Mortgage Loans2,849,603 2,618,082 Oct-634.0 %26.8$3,252,463  N/A $3,038,587 26.8$2,095,478 
Mortgage Loans Receivable(O)
324,062 318,998 Dec-265.6 %3.0$353,594 $353,594 $353,594 0.5$312,919 
Total Notes Payable of Consolidated CFEs3,395,915 3,155,237 4.2 %22.92,408,397 
Total / Weighted Average$26,412,410 $26,076,708 6.3 %4.0$23,452,158 
(A)Net of deferred financing costs.
(B)All debt obligations with a stated maturity through the date of issuance were refinanced, extended or repaid.
(C)Includes approximately $142.3 million of associated accrued interest payable as of December 31, 2023.
(D)Includes $233.9 million which bear interest at an average fixed rate of 5.0% with the remaining having SOFR-based floating interest rates.
(E)SOFR-based floating interest rates. Includes repurchase agreements and related collateral on non-agency securities retained through consolidated securitizations
(F)All repurchase agreements have a fixed rate. Collateral carrying value includes margin deposits.
(G)All SOFR- or Euro Interbank Offered Rate (EURIBOR)-based floating interest rate.
(H)Includes $3.8 billion of MSR notes which bear interest equal to the sum of (i) a floating rate index equal to SOFR and (ii) a margin ranging from 2.5% to 3.7%; and $1.0 billion of MSR notes with fixed interest rates ranging 3.0% to 5.4%. The outstanding face amount of the collateral represents the UPB of the residential mortgage loans underlying the MSRs and MSR financing receivables securing these notes.
(I)Includes debt bearing interest equal to the sum of (i) a floating rate index equal to SOFR and (ii) a margin ranging from 1.5% to 3.7%. Collateral includes servicer advance investments, as well as servicer advances receivable related to the MSRs and MSR financing receivables owned by NRM and the Mortgage Company.
(J)Represents $650.0 million securitization backed by a revolving warehouse facility to finance newly originated first-lien, fixed- and adjustable-rate residential mortgage loans which bears interest equal to SOFR plus 1.2%. Collateral carrying value includes cash held in the securitization trust required to meet collateral requirements.
(K)Includes (i) SpringCastle debt, which is primarily composed of the following classes of asset-backed notes held by third parties: $205.2 million UPB of Class A notes with a coupon of 2.0% and $53.0 million of Class B notes with a coupon of 2.7% and (ii) $871.2 million of debt collateralized by the Marcus loans bearing interest at the sum of SOFR plus a margin of 3.0%.
(L)Includes $833.4 million of fixed rate notes which bear interest ranging from 3.5% to 7.1%.
(M)See Note 22 for balance sheets of consolidated entities.
(N)Includes $120.0 million UPB of Class A notes with a fixed coupon of 4.3%, $70.0 million UPB of Class B notes with a fixed coupon of 5.3%, $15.0 million UPB of Class C notes with a fixed coupon of 6.3%, and $17.3 million UPB of Subordinated notes, held within consolidated funds (Note 22). Weighted average life is based off expected maturity.
(O)Includes $238.1 million which bear interest at an average fixed rate of 4.6% with the remaining having SOFR-based floating interest rates.


General

Certain of the debt obligations included above are obligations of Rithm Capital’s consolidated subsidiaries, which own the related collateral. In some cases, such collateral is not available to other creditors of Rithm Capital. The assets of consolidated CFEs can only be used to settle obligations and liabilities of the CFEs for which creditors do not have recourse to Rithm Capital Corp.

As of December 31, 2023, Rithm Capital has margin exposure on $12.6 billion of secured financing agreements. To the extent that the value of the collateral underlying these secured financing agreements declines, Rithm Capital may be required to post margin, which could significantly impact its liquidity.
The following table summarizes activities related to the carrying value of debt obligations:
Servicer Advances and Excess MSRs(A)
MSRsCommercial Notes ReceivableReal Estate and Other Securities Residential Mortgage Loans and REOConsumer LoansSFR PropertiesMortgage Loans ReceivableAsset ManagementTotal
Balance at December 31, 2021 (As Restated)$2,949,526 $4,234,771 $— $9,043,412 $12,102,713 $458,580 $357,922 $1,252,660 $— $30,399,584 
Secured Financing Agreements
Borrowings— — — 54,385,892 73,782,327 — 206,595 2,080,495 — 130,455,309 
Repayments— — — (55,998,234)(81,320,424)— (360,433)(2,112,492)— (139,791,583)
Capitalized deferred financing costs, net of amortization— — — — 1,129 — — — — 1,129 
Secured Notes and Bonds Payable
Borrowings2,804,677 2,027,637 — — — — 879,947 200,000 — 5,912,261 
Repayments(2,849,496)(1,473,037)— — (33,204)(123,770)(216,631)— — (4,696,138)
Discount on borrowings, net of amortization— — — — — — (42,030)— — (42,030)
Unrealized (gain) loss on notes, fair value— — — — 665 (35,312)— — — (34,647)
Capitalized deferred financing costs, net of amortization2,593 2,172 — — — — (2,998)— — 1,767 
Notes Payable of Consolidated CFEs
Borrowings— — — — 1,595,099 — — 324,062 — 1,919,161 
Repayments— — — — (408,569)— — — (408,569)
Discount on borrowings, net of amortization— — — — — — — — 
Unrealized gain on notes, fair value— — — — (252,942)— — (11,144)— (264,086)
Capitalized deferred financing costs, net of amortization— — — — — — — — — — 
Balance at December 31, 2022 (As Restated)$2,907,300 $4,791,543 $— $7,431,070 $5,466,794 $299,498 $822,372 $1,733,581 $— $23,452,158 
Secured Financing Agreements
Acquired borrowings, net of discount (Note 4)
— — — — — — — — 177,551 177,551 
Borrowings— — 323,452 50,253,463 37,971,788 — 20,534 2,572,154 — 91,141,391 
Repayments— — — (48,921,875)(38,634,841)— (4,677)(2,455,805)(718)(90,017,916)
FX remeasurement— — — — — — 7,114 7,114 
Capitalized deferred financing costs, net of amortization— — (6,356)— 1,763 — — — — (4,593)
Secured Notes and Bonds Payable
Acquired borrowings, net of discount (Note 4)
— — — — — — 99,232 99,232 
Borrowings2,757,587 4,156,358 — — 1,185,612 — — 405 8,099,962 
Repayments(2,954,228)(4,148,588)— (116,730)(381,718)(35,690)— — (7,636,954)
FX remeasurement— — — — — — — — (1,008)(1,008)
Unrealized (gain) loss on notes, fair value— — — (3,258)8,818 — — — 5,560 
Capitalized deferred financing costs, net of amortization3,274 1,415 — — (5,236)7,169 — 750 7,372 
Notes Payable of Consolidated CFEs
Acquired borrowings, net of discount— — — — — — — — — — 
Borrowings— — — — 725,902 — — — 218,746 944,648 
Repayments— — — — (264,134)— — — — (264,134)
Discount on borrowings, net of amortization— — — — — — — — — 
Unrealized (gain) loss on notes, fair value— — — — 60,836 — — 6,078 (589)66,325 
Capitalized deferred financing costs, net of amortization — — — — — — — — — — 
Balance at December 31, 2023 (As Restated)$2,713,933 $4,800,728 $317,096 $8,762,658 $5,208,120 $1,106,974 $809,708 $1,856,008 $501,483 $26,076,708 
(A)Rithm Capital net settles daily borrowings and repayments of the secured notes and bonds payable on its servicer advances.
Maturities

Contractual maturities of debt obligations as of December 31, 2023 are as follows, as restated:
Year Ending
Nonrecourse(A)
Recourse(B)
Total
2024$3,726,128 $12,050,512 $15,776,640 
2025287,753 3,724,031 4,011,784 
2026324,062 1,271,832 1,595,894 
2027734,737 420,000 1,154,737 
2028 and thereafter4,423,355 — 4,423,355 
$9,496,035 $17,466,375 $26,962,410 
(A)Includes secured financing agreements, secured notes and bonds payable, unsecured notes net of issuance costs, and notes payable of consolidated CFEs of $0.9 billion, $5.3 billion, $0.2 billion, and $3.1 billion, respectively.
(B)Includes secured financing agreements, secured notes and bonds payable, unsecured notes net of issuance costs, and notes payable of consolidated CFEs of $11.7 billion, $5.3 billion, $0.5 billion, and $0.0 billion, respectively.

Borrowing Capacity

The following table represents borrowing capacity as of December 31, 2023:
Debt Obligations/ CollateralBorrowing CapacityBalance Outstanding
Available Financing(A)
Secured Financing Agreements
Residential mortgage loans, mortgage loans receivable, SFR, and commercial notes receivable$6,433,613 $2,200,908 $4,232,705 
Loan originations5,246,552 1,420,382 3,826,170 
CLOs320,810 186,378 134,432 
Secured Notes and Bonds Payable
Excess MSRs286,380 181,521 104,859 
MSRs5,997,814 4,807,776 1,190,038 
Servicer advances3,805,000 2,533,360 1,271,640 
SFR296,762 195,411 101,351 
Liabilities of Consolidated CFEs
Consolidated funds52,500 — 52,500 
$22,439,431 $11,525,736 $10,913,695 
(A)Although available financing is uncommitted, Rithm Capital’s unused borrowing capacity is available if it has additional eligible collateral to pledge and meets other borrowing conditions as set forth in the applicable agreements, including any applicable advance rate.

Certain of the debt obligations are subject to customary loan covenants and event of default provisions, including event of default provisions triggered by certain specified declines in Rithm Capital’s equity or a failure to maintain a specified tangible net worth, liquidity or indebtedness to tangible net worth ratio. Rithm Capital was in compliance with all of its debt covenants as of December 31, 2023.

2025 Senior Unsecured Notes

On September 16, 2020, the Company, as issuer, completed a private offering of $550.0 million aggregate principal amount of 6.250% senior unsecured notes due 2025 (the “2025 Senior Notes”). Interest on the 2025 Senior Notes accrues at the rate of 6.250% per annum with interest payable semi-annually in arrears on each April 15 and October 15, commencing on April 15, 2021.

The 2025 Senior Notes mature on October 15, 2025. The notes became redeemable at any time and from time to time, on or after October 15, 2022. The Company may redeem the notes in 2024 or thereafter at a fixed redemption price of 100%.
Net proceeds from the offering were approximately $544.5 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company incurred fees of approximately $8.3 million in relation to the issuance of the 2025 Senior Notes. These fees were capitalized as debt issuance cost and are grouped and presented as part of unsecured senior notes, net of issuance costs on the Consolidated Balance Sheets. For the year ended December 31, 2023, the Company recognized interest expense of $34.4 million. As of December 31, 2023, the unamortized debt issuance costs was approximately $3.2 million.

The 2025 Senior Notes are senior unsecured obligations and rank pari passu in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior unsecured guarantees. At the time of issuance, the 2025 Senior Notes were not guaranteed by any of the Company’s subsidiaries and none of its subsidiaries are required to guarantee the 2025 Senior Notes in the future, except under limited specified circumstances.

The 2025 Senior Notes contain financial covenants and other non-financial covenants, including, among other things, limits on the ability of the Company and its restricted subsidiaries to incur certain indebtedness (subject to various exceptions), requires that the Company maintain total unencumbered assets (as defined in the Indenture, dated September 16, 2020, pursuant to which the 2025 Senior Notes were issued) of not less than 120% of the aggregate principal amount of the outstanding unsecured debt, and imposes certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its assets to another person, in each case subject to certain qualifications set forth in the debt agreement. If the Company were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lenders. As of December 31, 2023, the Company was in compliance with all covenants.

In the event of a change of control, each holder of the 2025 Senior Notes will have the right to require the Company to repurchase all or any part of the outstanding balance at a purchase price of 101% of the principal amount of the 2025 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.

Tax Receivable Agreement

At the time of its initial public offering in 2007, Sculptor entered into a tax receivable agreement (“TRA”) with the former holders of units in Sculptor’s operating partnerships (the “TRA Holders”). The TRA provides for the payment by Sculptor to the TRA Holders of a portion of the cash savings in U.S. federal, state and local income tax that Sculptor realizes as a result of the increased depreciation and amortization deductions and reduced gain on sale from (i) the increases in the tax basis of the tangible and intangible assets of the Sculptor operating partnerships that results from taxable acquisitions by Sculptor (and certain affiliates and successors) of such units and (ii) certain other tax benefits attributable to payments under the TRA. The purchase of units in the initial public offering, and subsequent taxable exchanges of units (including in the Sculptor Acquisition), resulted in such an increase in the tax basis of the assets of the Sculptor operating partnerships and their consolidated subsidiaries.

The TRA includes certain “change of control” assumptions that became applicable as a result of the Sculptor Acquisition, such as the assumption that the Sculptor (or its successor) has sufficient taxable income to use the relevant tax benefits, that limitations on the use of loss carryforwards do not apply and that non-amortizable assets are deemed disposed of at the earlier of an actual disposition or fifteen years after the change of control. As a result, the Company will calculate payments under the TRA without regard to the Company’s ability to use tax assets (including net operating losses, the use of which may be significantly limited under Section 382 of the Internal Revenue Code) following the Sculptor Acquisition. The payments under the TRA may therefore exceed the actual tax savings to the Company of the associated tax assets.

The Company has also agreed, effective as of closing of Sculptor Acquisition, to guaranty each TRA Holder the payment of any amounts that become due and payable by Sculptor to such TRA Holder pursuant to the terms of the TRA. As of December 31, 2023, the estimated undiscounted future payment under the TRA was $267.9 million. The carrying value of the TRA liability measured at amortized cost was $172.2 million as of December 31, 2023 with interest expense recognized under the effective interest method. The TRA liability is recorded in unsecured notes, net of issuance costs on the Consolidated Balance Sheets.

The table below presents the Company’s estimate as of December 31, 2023, of the maximum undiscounted amounts that would be payable under the TRA using the assumptions described above. In light of the numerous factors affecting Sculptor’s
obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table. The impact of any net operating losses is included in the “Thereafter” amount in the table below.

Year EndingPotential Payments Under Tax Receivable Agreement
2024$11,591 
202529,819 
202617,374 
202718,994 
2028 and thereafter190,143 
$267,921 
For a discussion of the restatement, refer to Notes 3 and 28.