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 26, 2005 (May 25, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information provided in Item 2.03 is incorporated by reference herein.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On May 25, 2005, NorthStar Realty Finance Limited Partnership (the
"Partnership"), the operating partnership of NorthStar Realty Finance Corp.,
completed a private placement of $25.0 million aggregate liquidation amount of
floating rate preferred securities (the "Preferred Securities"), through a newly
formed subsidiary, NorthStar Realty Finance Trust II, a Delaware statutory trust
(the "Trust"), to a financial institution engaged by a private investment firm
to acquire collateral for its second proposed collateralized debt offering. The
proceeds will be used to finance future investments in NorthStar Realty Finance
Corp.'s subordinate real estate debt, real estate securities and net lease
properties businesses. A copy of the press release announcing this transaction
is attached hereto as Exhibit 99.1.
The Preferred Securities were issued by the Trust pursuant to an Amended
and Restated Trust Agreement (the "Trust Agreement") among the Partnership, as
depositor, JPMorgan Chase, National Association, as property trustee, Chase Bank
USA, National Association, as Delaware trustee and three administrative
trustees, each of whom is an executive officer of NorthStar Realty Finance Corp.
The Trust also issued $780,000 aggregate liquidation amount of floating rate
common securities (the "Common Securities") pursuant to the Trust Agreement and
sold the Common Securities to the Partnership. The Trust used the proceeds from
the sale of the Preferred Securities and the Common Securities to purchase
$25.78 million aggregate principal amount of floating rate junior subordinated
notes due 2035 of the Partnership (the "Junior Subordinated Notes") issued
pursuant to a Junior Subordinated Indenture, dated as of May 25, 2005 (the
"Indenture") between the Partnership and JPMorgan Chase Bank, National
Association, as trustee (the "Trustee").
The Preferred Securities require quarterly distributions at a fixed rate of
7.74% through the interest payment date in June 2015 and at a variable rate of
three-month LIBOR plus 3.25% thereafter. Distributions are cumulative and accrue
from the date of original issuance; provided, however, that after October 12,
2006 distributions may be deferred for a period of up to six consecutive
quarterly interest payment periods if the Partnership exercises its right under
the Indenture to defer the payment of interest on the Junior Subordinated Notes
as described below. The Preferred Securities mature on June 30, 2035, but may be
redeemed beginning on June 30, 2010 if the Partnership exercises its right to
redeem the Junior Subordinated Notes as described below.
The Junior Subordinated Notes bear interest at a fixed rate of 7.74%
through the interest payment date in June 2015 and at a variable rate of
three-month LIBOR plus 3.25% thereafter. Interest accrues from the date of
original issuance. After October 12, 2006, the Partnership may,
as long as no Event of Default (as defined in the Indenture) has occurred, defer
the payment of interest at any time and from time to time for a period of up to
six consecutive quarterly interest payment periods (each such period, an
"Extension Period"). No interest shall be due and payable during an Extension
Period, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear additional interest at a fixed
rate of 7.74% through the interest payment date in June 2015 and at a variable
rate of three-month LIBOR plus 3.25% thereafter. During any Extension Period,
the Partnership may not declare or pay any dividends on its capital stock or
make any payment of principal of or any interest or premium, on or repay,
repurchase or redeem any debt securities of the Partnership that rank pari passu
in all respects with or junior in interest to the Junior Subordinated Notes.
The Junior Subordinated Notes mature on June 30, 2035, but the Partnership
may redeem the Junior Subordinated Notes, in whole or in part, at par beginning
on June 30, 2010, and may redeem them earlier than such date following the
occurrence of a Special Event, as defined in the Indenture. The Trust will be
required to redeem a like amount of the Preferred Securities if the Partnership
exercises its right to redeem all or a portion of the Junior Subordinated Notes.
Either the Trustee or the holders of at least 25% of the aggregate
principal amount of the outstanding Junior Subordinated Notes may declare the
principal amount of, and all accrued interest on, all the Junior Subordinated
Notes to be due and payable immediately, or if the holders of the Junior
Subordinated Notes fail to make such declaration, the holders of at least 25% in
aggregate liquidation amount of the Preferred Securities outstanding shall have
a right to make such declaration, if an Event of Default occurs. Any holder of
the Preferred Securities has the right, upon the occurrence of an Event of
Default, to institute suit directly against the Partnership for enforcement of
payment to such holder of principal of and any premium and interest, including
additional interest, on the Junior Subordinated Notes having a principal amount
equal to the aggregate liquidation amount of the Preferred Securities held by
such holder.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number
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99.1 Press Release, dated May 25, 2005.
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: May 26, 2005 NORTHSTAR REALTY FINANCE CORP.
By: /s/ Mark E. Chertok
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Name: Mark E. Chertok
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit Number
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99.1 Press Release, dated May 25, 2005.
