UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Northstar Realty Finance Corp. |
(Name of Issuer)
| Common Stock, Par Value $0.01 Per Share |
(Title of Class of Securities)
| 66704R100 |
(CUSIP Number)
| June 6, 2013 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 13G | Page 2 of 4 Pages |
CUSIP No. N/A
| ||||||
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brookside Capital Trading Fund, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
10,414,279 shares | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
10,414,279 shares | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,414,279 Shares | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.25% | |||||
12. | TYPE OF REPORTING PERSON
PN | |||||
| Item 1 | (a). | Name of Issuer | ||||||||||
The name of the issuer to which this filing on Schedule 13G relates is Northstar Realty Finance Corp. | ||||||||||||
| Item 1 | (b). | Address of Issuer’s Principal Executive Offices | ||||||||||
The principal executive offices of the Company are located at 399 Park Avenue, 18th Floor, New York, NY 10022 | ||||||||||||
| Item 2 | (a). | Name of Person Filing | ||||||||||
This Statement is being filed on behalf of the following (collectively, the “Reporting Persons”): (1) Brookside Capital Trading Fund, L.P., a Delaware limited partnership (“Trading Fund”). Brookside Capital Investors II, L.P., a Delaware limited partnership (“Brookside Investors”) is the sole general partner of the Trading Fund. Brookside Management is the sole general partner of Brookside Investors. | ||||||||||||
| Item 2 | (b). | Address of Principal Business Office or, if none, Residence | ||||||||||
The principal business address of each of the Trading Fund and Brookside Management is c/o John Hancock Tower, 200 Clarendon Street, Boston, MA 02116. | ||||||||||||
| Item 2 | (c). | Citizenship | ||||||||||
Each of Trading Fund and Brookside Management is organized under the laws of the State of Delaware. | ||||||||||||
| Item 2 | (d). | Title of Class of Securities | ||||||||||
The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock, Par Value $0.01 Per Share. | ||||||||||||
| Item 2 | (e). | CUSIP Number | ||||||||||
| 66704R100 | ||||||||||||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. | |||||||||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). | ||||||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||||||||
| (e) | ¨ | An investment adviser in accordance with §13d-1(b)(1)(ii)(E). | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||||||||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||||||||||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||||||||
| x | If this statement is filed pursuant to §240.13d-1(c), check this box. | |||||||||||
| Item 4. | Ownership | |||||||||
| Item 4. | (a). | Amount beneficially owned | ||||||||
As of the close of business on June 6, 2013, the Reporting Persons beneficially owned 10,414,279 shares of Common Stock. Trading Fund acts by and through its general partner, Brookside Investors II. Brookside Investors II acts by and through its general partner, Brookside Management. | ||||||||||
| Item 4. | (b). | Percent of Class | ||||||||
As of the close of business on June 6, 2013, the Reporting Persons beneficially owned 5.25% of the Ordinary Shares of the Company. The aggregate percentage of Common Stock reported owned by the Reporting Persons is based upon 198,263,269 shares outstanding, which is the total number of shares of Shares outstanding as of May 7, 2013, based on representations made in the Company’s Form 10-a filed May 8, 2013 with the Securities and Exchange Commission. | ||||||||||
| Item 4. | (c). | Number of shares as to which such person has: | ||||||||
| (i) | sole power to vote or to direct the vote: 10,414,279 | |||||||||
| (ii) | shared power to vote or to direct the vote: 0 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: 10,414,279 | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 0 | |||||||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Ordinary Shares check the following: | ||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |||||||||
Not Applicable. | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: | |||||||||
Not Applicable. | ||||||||||
| Item 8. | Identification and Classification of Members of the Group | |||||||||
Not Applicable. | ||||||||||
| Item 9. | Notice of Dissolution of Group | |||||||||
Not Applicable. | ||||||||||
| Item 10. | Certification | |||||||||
By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
Dated: July 26, 2013
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
| BROOKSIDE CAPITAL TRADING FUND, L.P. | ||
| By: | /s/ William E. Pappendick IV | |
| Name: William E. Pappendick IV | ||
| Title: Managing Director | ||
