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Published on February 6, 2009
February
6, 2009
VIA OVERNIGHT
DELIVERY
Mr.
Robert Telewicz
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
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Re:
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MFA
Financial, Inc. (formerly known as MFA Mortgage Investments,
Inc.)
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Form
10-K for the fiscal year ended December 31,
2007
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Filed
February 14, 2008
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Schedule
14A
Filed
April 8, 2008
Form 10-Q
for the period ended June 30, 2008
Filed
July 30, 2008
File No.
001-13991
Dear Mr.
Telewicz:
Reference
is made to our conference call on February 3, 2008 (the “Teleconference”)
relating to the comments from the Staff received by MFA Financial, Inc., a
Maryland corporation formerly known as MFA Mortgage Investments, Inc. (the
“Company”), by
letters dated August 12, 2008, September 24, 2008, October 23, 2008, and
December 18, 2008 with respect to the Company’s Form 10-K for the fiscal year
ended December 31, 2007 (the “Form 10-K”), Schedule
14A filed on April 8, 2008 (the “Schedule 14A”) and
Form 10-Q for the period ended June 30, 2008 and the Company’s responses to such
letters.
As
discussed during our call and in our previous communications, the Company will,
to the extent applicable, include in its future periodic reports under the
Securities Exchange Act of 1934, the following:
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a
discussion of whether the Company has any present plans to sell any assets
that are currently in an unrealized loss
position;
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a
discussion of whether the Company’s MBS that are in an unrealized loss
position are performing in accordance with their
terms;
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an
expanded discussion in the Company’s risk factor that appeared in the Form
10-K for the year ended December 31, 2007 entitled “We may experience a decline in
market value of our assets” to cover that the Company has
experienced declines in the market value of its MBS or other assets which
have resulted in the recognition of “other-than-temporary” impairment
against such assets;
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disclosure
relating to the portion of the Company’s ARM-MBS portfolio that is in
fixed rate status compared to those in adjustable rate
status;
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disclosure
of the Company’s expectations regarding its cost of funds going
forward;
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disclosure
as to whether any assets were sold to meet margin
calls;
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revised
disclosure to include information about the expected recovery period for
those securities in an unrealized loss
position;
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revised
disclosure regarding whether the Company’s repurchase agreement financings
are renewable or contain roll-over terms and, in future risk factor
disclosure, that the Company may be required to sell MBS in an unrealized
loss position in order to payoff maturing repo
lines;
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information
relating to margin transactions occurring during the period covered by the
report, along with the funding sources and amount of assets at the end of
such period available to the Company to meet margin
calls;
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an
enhanced sensitivity analysis as to fair value estimates;
and
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information
relating to the types of loans underlying the Company’s non-agency
MBS.
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As
discussed in our previous communications with the Staff, the Company will, to
the extent applicable, include in its future annual proxy statements, the
following:
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to
the extent the Company’s Compensation Committee (the “Committee”)
utilizes comparative peer group compensation information for future
benchmarking purposes, disclosure that identifies, to the extent
practicable, the specific companies indentified in any such comparative
peer grouping;
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information
relating to where the Company’s compensation levels fall within any
comparative peer groups, to the extent the Committee establishes any
specific percentage target compensation levels in connection with any
future comparative peer group benchmarking
analysis;
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revised
disclosure relating to the Company’s named executive officers’ annual base
salaries to clarify that the dollar amounts are set by contract or, if not
set by contract, the basis used in determining such dollar
amounts;
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a
detailed discussion of the ROAE formula, including the scale of specific
ROE hurdles, utilized by the Committee in calculating the Company’s senior
bonus pool;
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disclosure
of the manner in which allocations of the Company’s senor bonus pool are
made by the Committee as between the chief executive officer and the other
senior executives and that such allocations are made based upon the
Committee’s subjective evaluation of individual management performance and
the Company’s achievement of strategic objectives during the applicable
period;
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disclosure
of any performance targets or goals utilized by the Committee in
determining the allocation of the Company’s senor bonus
pool;
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a
detailed discussion covering the underlying basis for any additional
compensation to the Company’s named executive officers pursuant to their
employment contracts;
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disclosure
relating to the manner in which the annual incentive compensation awarded
the Company’s named executive officers (other than the Company’s named
executive officers who are eligible to participate in the senior bonus
pool) is determined and, to the extent applicable, any performance metrics
or benchmarks utilized by the Committee in making any such determinations;
and
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a
detailed discussion relating to the underlying basis for any additional
incentive compensation awarded to the named executive officers, including
specific factors reviewed by the
Committee.
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Please
direct any questions to the undersigned or Tim Korth, the Company’s general
counsel, at (212) 207-6400.
Very
truly yours,
/s/ William S.
Gorin
William
S. Gorin
President
and Chief Financial Officer
cc: Tim
Korth
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