CALCULATION OF REGISTRATION FEE
|
| | | | | | | | | | | |
| Title of Each Class of Securities Offered | | Amount to be
Registered | | | Maximum Offering
Price Per Share (1) | | | Maximum
Aggregate Offering
Price (1) | | | Amount of registration
fee (1)(2) |
| Common stock, par value $0.01 per share | | 522,474 | | $ | 16.85 | | $ | 8,803,686.90
| | $ | 1,133.91 |
| | | | | | | | | | | | |
(1) Estimated solely for purposes of calculating the registration fee. The estimate has been computed in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), and is calculated based upon the average of the high and low sales prices of the common stock on July 21, 2014, as reported on the New York Stock Exchange.
(2) Calculated in accordance with Rules 457(r) under the Securities Act.
Filed Pursuant to Rule 424(b)(7)
Registration No. 333-197435
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 15, 2014)
522,474 Shares
Common Stock
Unless otherwise noted or unless the context otherwise requires, all references in this prospectus supplement to “we,” “us,” “our,” “NorthStar,” “the Company” or similar references means NorthStar Realty Finance Corp., including its subsidiaries.
This prospectus supplement updates the prospectus dated July 15, 2014, relating to the resale of shares of common stock of NorthStar, by exchanging noteholders identified in the prospectus, that may be issued to them upon the exchange of 8.875% Exchangeable Senior Notes due 2032 initially issued and sold by NorthStar Realty Finance Limited Partnership (which was merged out of existence on June 30, 2014 and which notes were assumed by us pursuant to a supplemental indenture dated June 30, 2014) in private transactions on June 12, 2012 and July 11, 2012, which we refer to herein as the “Notes.”
Investing in our common stock involves risks. See “Risk Factors” on page 7 of the accompanying prospectus dated July 15, 2014 and on page 19 of our Annual Report on Form 10-K for the year ended December 31, 2013.
Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 23, 2014.
SELLING STOCKHOLDERS
The following information supplements and amends the table under the caption “Selling Stockholders” in the prospectus dated July 15, 2014. The following updated information is based upon information provided to us by certain holders of the Notes who elected to exchange their Notes (the “Exchanging Noteholders”) and is accurate to the best of our knowledge as of July 22, 2014.
The following table sets forth information, as of July 22, 2014, with respect to the Exchanging Noteholders, the number of shares of NorthStar common stock (i) that the Exchanging Noteholders beneficially owned as of that date and (ii) that is expected to be beneficially owned by the Exchanging Noteholders immediately after the exchange of its Notes, based on our current “Share Settlement” election, as described in Section 4.11(a)(1) of the indenture governing the Notes. The information is based on information provided by or on behalf of the Exchanging Noteholder. The percent of shares of common stock beneficially owned following the exchange is based on 188,596,952 shares of common stock outstanding as of July 22, 2014, plus the number of shares of common stock issuable upon exchange of the Notes beneficially owned by all of the Exchanging Noteholders listed in the table below.
Unless otherwise indicated in the footnotes below, we believe that the Exchanging Noteholders will have sole voting and investment power with respect to all shares beneficially owned. Because the Exchanging Noteholders may offer, pursuant to this prospectus supplement, all or some portion of the common stock listed below, no estimate can be given as to the amount of common stock that will be held by the Exchanging Noteholders upon consummation of any sales. In addition, the Exchanging Noteholders may have sold, transferred or otherwise disposed of, in transactions exempt from registration requirements of the Securities Act of 1933, as amended, some or all of their Notes or common stock since the date as of which such information was provided to us.
Unless otherwise set forth below, the Exchanging Noteholders have not had any material relationship with us or any of our affiliates within the past three years, other than as a noteholder and, if applicable, as a stockholder.
Information about exchanging noteholders may change over time. Any changed information given to us by exchanging noteholders will be set forth in prospectus supplements or amendments to the prospectus dated July 15, 2014 if and when necessary.
|
| | | | | | | | | | | | |
| | | Shares Beneficially
Owned
Before Offering
by the Exchanging Noteholders | | Number Of
Shares Being
Offered
For Resale
by the
Exchanging | | Shares Beneficially
Owned
After Offering
by the Exchanging Noteholders |
| Name | | Number | | Percent (1) | | Noteholders (2) | | Number (2) | | Percent |
| | | | | | | | | | | |
| Luxor Capital Partners, LP (3) | | 177,567 | | * | | 177,567 | | — |
| | — |
|
| Luxor Capital Partners Offshore Master Fund, LP (3) | | 254,916 | | * | | 254,916 | | — |
| | — |
|
| Luxor Spectrum Offshore Master Fund, LP (3) | | 16,548 | | * | | 16,548 | | — |
| | — |
|
| Luxor Wavefront, LP (3) | | 52,991 | | * | | 52,991 | | — |
| | — |
|
| OC 19 Master Fund, L.P. - LCG (3) | | 20,452 | | * | | 20,452 | | — |
| | — |
|
| | | | | | | | | | | |
| Unnamed stockholders or any future transferees, pledgees, donees or successors of or from any such unnamed stockholders (4) | | | | | | | | | | |
_____________________
* Less than 1%.
(1) Calculated based on Rule 13d-3(d)(i) under the Securities Exchange Act of 1934, as amended, using 188,596,952 shares outstanding on July 22, 2014, plus the number of shares of common stock issuable upon exchange of the Notes beneficially owned by all of the Exchanging Noteholders listed in the table. However, we did not assume exchange of any other holder’s Notes.
(2) Assumes the Exchanging Noteholders sell (i) all of the common stock being issued to the Exchanging Noteholders upon exchange of the Notes, and (ii) none of the common stock beneficially owned by the Exchanging Noteholders prior to the exchange.
(3) Luxor Capital Group, LP acts as the investment manager of Luxor Capital Partners, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Spectrum Offshore Master Fund, LP, Luxor Wavefront, LP, and OC 19 Master Fund, L.P. – LCG. Luxor Management, LLC is the general partner of Luxor Capital Group, LP. Christian Leone is the managing member of Luxor Management, LLC. Luxor Capital Group, LP, Luxor Management, LLC and Christian Leone are deemed to have shared voting and investment power over the securities held by Luxor Capital Partners, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Spectrum Offshore Master Fund, LP, Luxor Wavefront, LP, and OC 19 Master Fund, L.P. – LCG.
(4) We will identify additional exchanging noteholders, if any, by prospectus supplement or post-effective amendment before they offer or sell their securities as and when required.
