Correspondence 0001556593-22-000053 from Rithm Capital Corp. (RITM, RITM-PA, RITM-PB, RITM-PC, RITM-PD, RITM-PE, RITM-PF) (CIK 0001556593) (RITM)
Rithm Capital Corp. (RITM, RITM-PA, RITM-PB, RITM-PC, RITM-PD, RITM-PE, RITM-PF) (CIK 0001556593)
Date: Dec. 8, 2022 · CIK: 0001556593 · Accession: 0001556593-22-000053
AI Filing Summary & Sentiment
File numbers found in text: 001-35777
Referenced dates: December 6, 2022
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction Attention: Eric McPhee and Jennifer Monick Re: Rithm Capital Corp. Form 10-K for the year ended December 31, 2021 Filed February 16, 2022 File No. 001-35777
Dear Mr. McPhee and Ms. Monick:
On behalf of Rithm Capital Corp. (the “Company” or “Rithm Capital”), the undersigned submits this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) received by electronic mail dated December 6, 2022 (the “Comment Letter”) relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on February 16, 2022 (the “2021 Form 10-K”). To facilitate your review, the undersigned has reproduced the text of the Staff’s comments in italics below, and the headings and comment numbers in this letter correspond to the headings and comment numbers in the Comment Letter. In addition, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the 2021 Form 10-K.
Form 10-K for the year ended December 31, 2021
Item 8. Consolidated Financial Statements
Note 3. Business Acquisitions, page 155
1. We have reviewed your response to comment 1 and are unable to agree with your conclusion that is it appropriate to separate the transaction into two components when determining whether you have acquired a business pursuant to Rule 11-01(d). Please provide audited financial statements of Genesis Capital LLC and the Mortgage Loans Receivable Portfolio pursuant to Rule 3-05 of Regulation S-X, and the related pro forma information pursuant to Article 11 of Regulation S-X.
Response
The Company respectfully acknowledges the Staff’s comment and response. The Company notes that it submitted a waiver request to the staff of the Office of Chief Accountant of the Division of Corporation Finance, which was granted on November 14, 2022, permitting the omission of the financial statements of Genesis Capital LLC and the Mortgage Loans Receivable Portfolio required by Rule 3-05 of Regulation S-X, and the related pro forma information in the Company’s planned filing of a Registration Statement on Form S-11.
***
Please contact the undersigned at (212) 850-7729 should you require further information or have any questions.
Office of Real Estate and Construction
U.S. Securities and Exchange Commission
December 8, 2022
Page 2
Very truly yours,
/s/ Nicola Santoro, Jr.
Show Raw Text
CORRESP 1 filename1.htm Document December 8, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Eric McPhee and Jennifer Monick Re: Rithm Capital Corp. Form 10-K for the year ended December 31, 2021 Filed February 16, 2022 File No. 001-35777 Dear Mr. McPhee and Ms. Monick: On behalf of Rithm Capital Corp. (the “Company” or “Rithm Capital”), the undersigned submits this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) received by electronic mail dated December 6, 2022 (the “Comment Letter”) relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on February 16, 2022 (the “2021 Form 10-K”). To facilitate your review, the undersigned has reproduced the text of the Staff’s comments in italics below, and the headings and comment numbers in this letter correspond to the headings and comment numbers in the Comment Letter. In addition, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the 2021 Form 10-K. Form 10-K for the year ended December 31, 2021 Item 8. Consolidated Financial Statements Note 3. Business Acquisitions, page 155 1. We have reviewed your response to comment 1 and are unable to agree with your conclusion that is it appropriate to separate the transaction into two components when determining whether you have acquired a business pursuant to Rule 11-01(d). Please provide audited financial statements of Genesis Capital LLC and the Mortgage Loans Receivable Portfolio pursuant to Rule 3-05 of Regulation S-X, and the related pro forma information pursuant to Article 11 of Regulation S-X. Response The Company respectfully acknowledges the Staff’s comment and response. The Company notes that it submitted a waiver request to the staff of the Office of Chief Accountant of the Division of Corporation Finance, which was granted on November 14, 2022, permitting the omission of the financial statements of Genesis Capital LLC and the Mortgage Loans Receivable Portfolio required by Rule 3-05 of Regulation S-X, and the related pro forma information in the Company’s planned filing of a Registration Statement on Form S-11. *** Please contact the undersigned at (212) 850-7729 should you require further information or have any questions. Office of Real Estate and Construction U.S. Securities and Exchange Commission December 8, 2022 Page 2 Very truly yours, /s/ Nicola Santoro, Jr. Nicola Santoro, Jr. Chief Financial Officer cc: Brian Breheny, Skadden, Arps, Slate, Meagher & Flom LLP Caroline Kim, Skadden, Arps, Slate, Meagher & Flom LLP Michael Schwartz, Skadden, Arps, Slate, Meagher & Flom LLP Deborah Jones, Ernst & Young LLP Mark Kronforst, Ernst & Young LLP