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):
February 28, 2014
NORTHSTAR REALTY FINANCE CORP.
(Exact name of registrant as specified in its charter)
Maryland | | No. 001-32330 | | No. 11-3707493 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
399 Park Avenue 18th Floor New York, New York | | 10022 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 547-2600
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On February 28, 2014, NorthStar Realty Finance Corp. (the “Company”) issued a press release announcing that it had commenced an exchange offer for the outstanding 7.50% Exchangeable Senior Notes of NorthStar Realty Finance Limited Partnership, the Company’s operating partnership. The Company is offering to issue 3.00% Senior Notes due 2014 in exchange for the 7.50% Exchangeable Senior Notes. A copy of the press release announcing the Company’s commencement of the exchange offer is filed as Exhibit 99.1 to this Form 8-K.
Important Notice
Holders of the 7.50% Exchangeable Notes are strongly advised to carefully read the Company’s preliminary prospectus, the related letter of transmittal and the related exchange offer documents filed with the Securities and Exchange Commission, as they will contain important information, including the various terms of, and conditions to, the exchange offer. Holders of the 7.50% Exchangeable Notes may obtain free copies of these documents and other documents filed by the Company with the Securities and Exchange Commission at the website of the Commission at www.sec.gov. The exchange offer shall be governed in accordance with the applicable laws in the United States.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number | | Description |
| | |
99.1 | | Press Release dated February 28, 2014 |
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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.
| NORTHSTAR REALTY FINANCE CORP. |
| | |
| | |
Date: February 28, 2014 | By: | /s/ Ronald J. Lieberman |
| | Name: Ronald J. Lieberman |
| | Title: Executive Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
Exhibit
Number | | Description |
| | |
99.1 | | Press Release dated February 28, 2014 |
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