Item 1.01 Entry into a Material Definitive Agreement.

On December 11, 2012, NorthStar Realty Finance Corp. (the “Company”) and NorthStar Realty Finance Limited Partnership entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc. and UBS 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 25,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a public offering price of $6.40 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 3,750,000 shares of Common Stock (the “Option”). On December 13, 2012, the Underwriters exercised their 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,  to contribute to payments the Underwriters may be required to make in respect of these liabilities and to reimburse the Underwriters for certain expenses.  In the ordinary course of business, the Underwriters or their 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 December 17, 2012, the Company issued and sold 28,750,000 shares of Common Stock pursuant to the Offering.  The net proceeds to the Company from the Offering were approximately $177.2 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 December 12, 2012 and the accompanying base prospectus dated April 27, 2012, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-180256) (the “Registration Statement”), which was initially filed with the Commission on March 21, 2012 and declared effective on April 27, 2012.

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.

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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.

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EXHIBIT INDEX

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