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)
March 16, 2005 (March 10, 2005)
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NorthStar Realty Finance Corp.
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(Exact name of registrant as specified in its charter)
Maryland 001-32330 11-3707493
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
527 Madison Avenue, 16th Floor, New York 10022
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(Address of principal executive offices) (Zip Code)
(212) 319-8801
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(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
NorthStar Realty Finance Corp.
Current Report on Form 8-K
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On March 10, 2005, NorthStar Realty Finance Corp.(the "Company") issued
$400 million face amount of collateralized debt obligations in its third
non-recourse, off balance sheet collateralized debt obligation financing ("CDO
III") through two of its subsidiaries, N-Star Real Estate CDO III Ltd. and
N-Star Real Estate CDO III Corp. $361 million face amount of senior investment
grade notes were issued and sold in a private placement. The Company retained
the subordinate below investment grade notes and the unrated income notes. The
table below sets forth further information with respect to the structure of CDO
III (dollars in thousands).
S&P/FITCH
CLASS RATINGS FACE AMOUNT COUPON EXPECTED MATURITY (1)
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Senior Notes
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A-1 AAA/AAA $294,000 LIBOR +0.28% Sept. 2012
A-2A AA/AA 15,000 LIBOR +0.50% Dec. 2014
A-2B AA/AA 5,000 5.042% Dec. 2014
B A-/A- 17,000 LIBOR +0.85% Mar. 2015
C-1A BBB+/BBB+ 10,000 LIBOR +1.25% May 2015
C-1B BBB+/BBB+ 6,000 5.804% May 2015
C-2A BBB/BBB 12,000 LIBOR +1.55% Mar. 2016
C-2B BBB/BBB 2,000 6.135% Mar. 2016
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Subtotal $361,000
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Subordinate Notes
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D BB/BB $ 16,000 6.458% Nov. 2016
Income Notes
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Income Notes NR 23,000 N/A N/A
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Total $400,000
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(1) Reflects expected maturities. Contractual maturities are April 2040.
The total value of the underlying collateral portfolio is expected to be
approximately $400 million and consist of approximately 75% commercial mortgage
backed securities, approximately 12% senior debt of real estate investment
trusts, approximately 7% net-leased real estate loans and approximately 6%
commercial real estate CDOs. Once fully invested, the portfolio is expected to
have a weighted average credit rating of BBB-. Through March 10, 2005, the
Company had acquired or entered into agreements to acquire approximately 87% of
the assets that will comprise the fully-invested portfolio.
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.
Dated: March 16, 2005 NORTHSTAR REALTY FINANCE CORP.
By: /s/ Mark E. Chertok
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Name: Mark E. Chertok
Title: Chief Financial Officer
