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 | 126,915 | $ | 12.88 | $ | 1,634,665.20 | $ | 164.61 | ||||
(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 26, 2016, 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 NO. 2
(To Prospectus Dated July 15, 2014)
126,915 Shares
Common Stock
Unless otherwise noted or unless the context otherwise requires, all references in this prospectus supplement no. 2 to “we,” “us,” “our,” “NorthStar,” “the Company” or similar references means NorthStar Realty Finance Corp., including its subsidiaries.
This prospectus supplement no. 2 updates the prospectus dated July 15, 2014, as supplemented by the prospectus supplement dated July 23, 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 and subsequently assumed by our new operating partnership, NorthStar Realty Finance Limited Partnership pursuant to a supplemental indenture dated March 13, 2015) 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” beginning on page 7 of the accompanying prospectus dated July 15, 2014 and on page 21 of our Annual Report on Form 10-K for the year ended December 31, 2015.
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 no. 2 is July 27, 2016.
SELLING STOCKHOLDERS
The following information supplements and amends the table under the caption “Selling Stockholders” in the prospectus dated July 15, 2014, as supplemented by the prospectus supplement dated July 23, 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 26, 2016.
The following table sets forth information, as of July 26, 2016, 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 their 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 Noteholders. The percent of shares of common stock beneficially owned following the exchange is based on 180,577,119 shares of common stock outstanding as of July 26, 2016, 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 no. 2, 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, or the Securities Act, 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 | |||||||
| Zazbond LLC (3) | 25,383 | * | 25,383 | — | — | |||||||
| Zazove Aggressive Growth Fund, L.P (3) | 101,532 | * | 101,532 | — | — | |||||||
| 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 180,577,119 shares outstanding on July 26, 2016, 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) Mr. Gene Pretti is the Senior Portfolio Manager of each of Zazbond LLC and Zazove Aggressive Growth Fund, L.P., and has voting and dispositive authority over the shares held by such Exchanging Noteholders.
(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.