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NRF > SEC Filings for NRF > Form 8-K on 16-May-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements a

Item 1.01 Entry into a Material Definitive Agreement.

On May 12, 2014, 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 30,000,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at a public offering price of $15.45 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 4,500,000 shares of Common Stock (the "Option"). On May 13, 2014 the Underwriters exercised the 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 (the "Securities Act"), 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 reimbursement of expenses.

On May 16, 2014 the Company issued and sold 34,500,000 shares of Common Stock pursuant to the Offering. The net proceeds to the Company from the Offering were approximately $519.3 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 13, 2014 and the accompanying base prospectus dated February 19, 2013, filed with the Securities and Exchange Commission (the "Commission") pursuant to the Company's registration statement on Form S-3ASR (File No. 333-186743) (the "Registration Statement"), which was filed with the Commission on February 19, 2013 and became effective upon filing pursuant to Rule 462(e) of the Securities Act regulations.

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. A copy of the opinion of Hunton & Williams LLP, special tax counsel to the Company, is attached to this Current Report on Form 8-K as Exhibit 8.1. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1, Exhibit 5.1, Exhibit 8.1, Exhibit 23.1 and Exhibit 23.2 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.

Number                                   Description

1.1          Underwriting Agreement, dated May 12, 2014 by and among NorthStar
             Realty Finance Corp., NorthStar Realty Finance Limited Partnership
             Deutsche Bank Securities Inc. and UBS Securities LLC, as
             Representatives of the several Underwriters named therein.

5.1          Opinion of Venable LLP as to validity of the shares.

8.1          Opinion of Hunton & Williams LLP with respect to tax matters.

23.1         Consent of Venable LLP (included in Exhibit 5.1).

23.2         Consent of Hunton & Williams LLP (included in Exhibit 8.1).

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