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)
July 15, 2005 (July 13, 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.
On July 13, 2005, NRFC WA Holdings, LLC ("NRFC WA"), a subsidiary of
NorthStar Realty Finance Corp. (the "Company") entered into a master repurchase
agreement with Wachovia Bank, National Association, ("Wachovia Bank"). NRFC WA
may borrow up to $150 million (which maximum borrowing amount may be increased
to $300 million in Wachovia Bank's sole discretion) under this credit facility
in order to finance the acquisition of the following types of assets:
(1) performing whole loans secured by first priority liens on industrial,
mobile home park, retail, office, hotel, self-storage facility or
multifamily properties (such properties being collectively referred to
as "Commercial Real Estate" and such loans being referred to as "Whole
Loans");
(2) senior or junior participation interests or a B notes in a performing
whole loans on Commercial Real Estate ("Junior Interests");
(3) performing mezzanine loans secured by a lien and pledge of the equity
of the entity that directly or indirectly owns income producing
Commercial Real Estate ("Mezzanine Loans");
(4) Whole Loans, or performing Junior Interests or Mezzanine Loans in which
the related senior loan is secured by a first priority lien on
Commercial Real Estate, in which the underlying Commercial Real Estate
is 100% leased under a credit tenant lease to, or guaranteed in full
by, a credit tenant and such loan is secured by a first priority lien
on all payments due under such credit tenant lease;
(5) Whole Loans described in clause (4) above in all respects except for
the failure to satisfy the ratings requirements for a credit tenant;
and
(6) B- or higher rated commercial mortgage backed securities ("CMBS").
Advance rates under the facility range from 55% to 95% of the value of
the assets for which the advance is made. Amounts borrowed under the facility
bear interest at one-month LIBOR plus a spread which ranges from 0.20% to 3.00%,
depending on the type of asset for which the amount is borrowed. In addition,
NRFC WA must pay an unused facility fee equal to 0.25% of the unused portion of
the facility, commencing 120 days after July 13, 2005, payable quarterly in
arrears. The Company has agreed to guaranty amounts borrowed by NRFC WA under
the facility up to a maximum of $20 million.
The facility has an initial term of three years and an initial maturity
date of July 13, 2008.
NRFC WA may extend the term of the facility for one year if it is not in default
and pays an extension fee of 0.25% of the aggregate amount then outstanding
under the facility. If NRFC WA extends the facility's term, it will be required
to retire 25% of the aggregate amount then outstanding under the facility during
each quarter of the remaining year of the term.
NRFC WA paid Wachovia Bank a $750,000 structuring fee in connection
with the execution of this facility.
The debt that may be outstanding under the facility is subject to a
number of terms, conditions and restrictions including, without limitation,
scheduled interest payments, the maintenance of certain margin percentages on
amounts outstanding under the facility. If the market value of an asset securing
outstanding debt declines, NRFC WA may be required to satisfy a margin call by
paying cash or providing additional collateral. Failure to meet any margin call
could result in an event of default which would enable Wachovia Bank to exercise
various rights and remedies including acceleration of the maturity date of the
debt outstanding under the facility and the sale of the collateral.
As of July 15, 2005, NRFC WA has not borrowed any amounts under this
facility.
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: July 15, 2005 NORTHSTAR REALTY FINANCE CORP.
By: /s/ Mark E. Chertok
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Name: Mark E. Chertok
Title: Chief Financial Officer
