EXHIBIT 1.2.
NEWCASTLE INVESTMENT CORP.
Common Stock
TERMS AGREEMENT
Dated: November 16, 2004
To: Newcastle Investment Corp.
1251 Avenue of the Americas
New York, New York 10020
Attention: Wesley R. Edens
Ladies and Gentlemen:
We understand that Newcastle Investment Corp., a corporation organized and
existing under the laws of Maryland (the "Company"), proposes to issue and sell
1,625,000 shares of common stock, set forth below (the "Underwritten
Securities"). Subject to the terms and conditions set forth or incorporated by
reference herein, the underwriter named below (the "Underwriter") offers to
purchase the number of Underwritten Securities (as such term is defined in the
Underwriting Agreement referred to below) set forth below opposite its name, at
the purchase price set forth below.
NUMBER
OF SHARES OF
UNDERWRITER UNDERWRITTEN SECURITIES
----------- -----------------------
Lehman Brothers Inc. 1,625,000
The Underwritten Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value per share
Number of Shares: 1,625,000
Public offering price per share: $31.40
Purchase price per share: $30.92
Number of Option Securities, if any, that may be purchased by the Underwriter: 0
Delayed Delivery Contracts: Not Authorized
Additional co-managers, if any: None
Terms of Lock-up: As stated in section 3(a)(x) of the Underwriting Agreement,
during the period of 14 days from the date of the Prospectus
Supplement, the Company will not, directly or indirectly,
without the prior written consent of Lehman Brothers Inc. (a)
issue, sell, offer or agree to sell, grant any option for the
sale of, pledge, make any short sale or maintain any short
position, establish or maintain a "put equivalent position"
(within the meaning of Rule 16-a-1(h) under the 1934 Act),
enter into any swap, derivative transaction or other
arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Common
Stock (whether any such transaction is to be settled by
delivery of Common Stock, other securities, cash or other
consideration) or otherwise dispose of, any Common Stock (or
any securities convertible into, exercisable for or
exchangeable for Common Stock) or interest therein of the
Company or of any of its subsidiaries, other than the
Company's sale of Shares pursuant to this Agreement and the
Company's issuance of Common Stock (i) upon the exercise of
presently outstanding options; (ii) in connection with
acquisitions by the Company or a subsidiary, and (iii) the
grant and exercise of options under, or the issuance and sale
of shares pursuant to, employee stock option plans in effect
on the date hereof or (b) file a registration statement under
the 1933 Act registering shares of Common Stock (or any
securities convertible into, exercisable for or exchangeable
for Common Stock) or any interest in shares of Common Stock,
except for a registration statement on Form S-8 with respect
to shares of Common Stock issuable under the Newcastle
Investment Corp. Nonqualified Stock Option and Incentive Award
Plan, as amended from time to time.
At the time the Underwriting Agreement and this Agreement are
executed, Lehman Brothers Inc. shall have received a letter
agreement from the Manager, Fortress Principal Investment
Holdings LLC ("FPIH"), Fortress Principal Investment Holdings
II LLC ("FPIH II") and Fortress Investment Holdings LLC
("FIH"), and each director, officer or related party of the
Company and the Manager designated by you and listed on
Schedule II to the Underwriting Agreement, substantially in
the forms attached thereto as Annex III and Annex IV,
respectively.
Other terms: None
Closing date and location: November 22, 2004, 10:00 a.m.; Sidley Austin Brown &
Wood LLP, 787 Seventh Avenue, New York, New York
10019
All of the provisions contained in the Underwriting Agreement attached as Annex
A hereto are hereby incorporated by reference in their entirety herein and shall
be deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. Terms defined in such document are
used herein as therein defined.
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Please accept this offer no later than 7:00 P.M. (New York City time) on
November 16, 2004 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
LEHMAN BROTHERS INC.
By: /S/ TIMOTHY GOULD
---------------------------
Name: Timothy Gould
Title: Managing Director
Accepted:
NEWCASTLE INVESTMENT CORP.
By: /S/ DEBRA A. HESS
--------------------------------------------------
Name: Debra A. Hess
Title: Chief Financial Officer
FORTRESS INVESTMENT GROUP LLC
By: /S/ RANDAL A. NARDONE
-------------------------------------------------
Name: Randal A. Nardone
Title: Chief Operating Officer
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