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EX-1.1 - EX-1.1 - NORTHSTAR REALTY FINANCE CORP.a11-11718_2ex1d1.htm
EX-5.1 - EX-5.1 - NORTHSTAR REALTY FINANCE CORP.a11-11718_2ex5d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

May 11, 2011

 

NORTHSTAR REALTY FINANCE CORP.

(Exact name of registrant as specified in its charter)

 

Maryland

 

No. 001-32330

 

No. 11-3707493

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

399 Park Avenue

18th Floor

New York, New York

 

10022

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 547-2600

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 11, 2011, NorthStar Realty Finance Corp. (the “Company”) and NorthStar Realty Finance Limited Partnership entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), with respect to the offer and sale (the “Offering”) by the Company of 15 million shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a public offering price of $4.25 per share of Common Stock, on the terms set forth therein.  As part of the Offering, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 2.25 million shares of Common Stock, solely to cover over-allotments, if any (the “Over-Allotment Option”).  On May 12, 2011, the Underwriters exercised the Over-Allotment Option in full.

 

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions.  Under the terms of the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in respect of these liabilities.  In the ordinary course of business the Underwriters or their respective affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they have received or may receive customary fees and expenses.

 

On May 17, 2011, the Company issued and sold 17.25 million shares of Common Stock pursuant to the Offering.  The net proceeds to the Company from the Offering was approximately $69.3 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.  The Offering was made pursuant to the prospectus supplement dated May 11, 2011 and the accompanying base prospectus dated May 12, 2009, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-157749) (the “Registration Statement”), which was initially filed with the Commission on March 6, 2009 and declared effective on May 12, 2009.

 

The above summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the Underwriting Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated by reference herein.  A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of Common Stock in the Offering is attached to this Current Report on Form 8-K as Exhibit 5.1.  This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1, Exhibit 5.1 and Exhibit 23.1 as exhibits to the Registration Statement and such exhibits are hereby incorporated by reference into the Registration Statement.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit 
Number

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated May 11, 2011, among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters.

 

 

 

5.1

 

Opinion of Venable LLP as to validity of the Shares.

 

 

 

23.1

 

Consent of Venable LLP (included in Exhibit 5.1).

 

2



 

SIGNATURE

 

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.

 

 

 

NORTHSTAR REALTY FINANCE CORP.

 

 

 

 

 

 

Date: May 17, 2011

By:

/s/ Albert Tylis

 

 

Name: Albert Tylis

 

 

Title:   Co-President, Chief Operating Officer and Secretary