Rithm Capital Corp. Announces Commencement of Tender Offer for 6.250% Senior Unsecured Notes Due 2025 - Seite 2

Each holder who validly tenders, and does not validly withdraw, its 2025 Notes on or prior to 5:00 p.m., New York City time, on March 15, 2024, unless extended (such date and time, as the same may be extended, the “Early Tender Deadline”) will be entitled to an early tender payment, which is included in the total consideration above, of $30.00 for each $1,000 principal amount of 2025 Notes validly tendered by such holder, if such 2025 Notes are accepted for purchase pursuant to the Tender Offer.

Holders validly tendering, and not validly withdrawing, 2025 Notes after the Early Tender Deadline and on or before the Expiration Time will be eligible to receive only the tender offer consideration, which represents the total consideration less the early tender payment.

In addition, holders whose 2025 Notes are accepted for payment in the Tender Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date for their 2025 Notes purchased pursuant to the Tender Offer. The 2025 Notes tendered prior to 5:00 p.m., New York City time, on March 15, 2024 (the “Withdrawal Deadline”), may be withdrawn at any time prior to the Withdrawal Deadline. 2025 Notes tendered after the Withdrawal Deadline may not be withdrawn.

Subject to the satisfaction or waiver of certain conditions, Rithm reserves the right, following the Early Tender Deadline, to accept for purchase prior to the Expiration Time all 2025 Notes validly tendered on or prior to the Early Tender Deadline (the “Early Settlement Election”). Rithm will announce whether it intends to exercise the Early Settlement Election (the “Early Settlement Announcement”) following the Early Tender Deadline. If Rithm exercises the Early Settlement Election, it will pay the total consideration promptly following the Early Settlement Announcement, which is currently expected to occur on March 19, 2024, subject to all conditions of the Tender Offer having been satisfied or waived by Rithm (the “Early Settlement Date”), plus accrued and unpaid interest on the purchased 2025 Notes from the interest payment date for the 2025 Notes immediately preceding the Early Settlement Date to, but not including, the Early Settlement Date.