SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 8.01 Other Events.
On June 26, 2020, MFA Financial, Inc. (the “Company”) completed the previously disclosed issuance of warrants (“Warrants”) pursuant to the terms of the previously disclosed Investment Agreement, dated June 15, 2020, by and among the Company, Omaha Equity Aggregator, L.P. and Athene USA Corporation.
On August 13, 2020, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) to its automatic shelf registration statement on Form S-3 (File No. 333-233337) filed with the Securities and Exchange Commission under the Securities Act of 1933, covering an unspecified amount of shares of its common stock, par value $0.01 per share (“Common Stock”), and certain other securities of the Company. The Resale Prospectus Supplement covers the resale of up to 37,039,106 shares of Common Stock (subject to adjustment in accordance with the terms of the Warrants) issuable upon the exercise of Warrants, and may be used by the selling stockholders identified therein (the “Selling Stockholders”) to resell shares of Common Stock upon exercise of Warrants held by the Selling Stockholders. The Company will not receive any proceeds from the sale of Common Stock by the Selling Stockholders.
The Company is filing this report to provide the legal opinion as to the validity of the securities covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|Description of Exhibit|
|5.1||Opinion of Venable LLP regarding the validity of Common Stock.|
|23.1||Consent of Venable LLP (included in Exhibit 5.1).|
|104||Cover Page Interactive Data File (formatted as Inline XBRL).|
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: August 13, 2020|