UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 7, 2007
NorthStar Realty Finance Corp.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation) | 001-32330 (Commission File Number) | 11-3707493 (I.R.S. Employer Identification No.) |
399 Park Avenue, 18th Floor, New York | 10022 |
| (Address of principal executive offices) | (Zip Code) |
(212) 547-2600
(Registrant's telephone number, including area code)
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 June 7, 2007, NorthStar Realty Finance Limited Partnership (the “Operating Partnership”), the operating partnership of NorthStar Realty Finance Corp. (the “Company”), completed a private placement of $35 million of trust preferred securities, through a newly formed subsidiary, NorthStar Realty Finance Trust VIII, a Delaware statutory trust (the “Trust”). The sole assets of the Trust consist of a like amount of junior subordinated notes due July 30, 2037 issued by the Operating Partnership and guaranteed by the Company. The proceeds will be used to repay existing short-term, floating rate debt and to finance future investments in the Company’s businesses. The trust preferred securities and the notes both have a 30-year term, ending July 30, 2037, and bear interest at a floating rate of three-month LIBOR plus 2.70%. These securities are redeemable at par beginning on July 30, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | NorthStar Realty Finance Corp. (Registrant) |
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| Date: June 8, 2007 | By: | /s/ Albert Tylis |
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Albert Tylis Executive Vice President and General Counsel |
