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Northstar Realty Finance Corp | 8.25% Series B Cumulative Redeemable Preferred Stock (NRF.PRB)

Prospectus exerpt:  5,400,000 shares of our Series B Preferred Stock (6,210,000 shares if the underwriters’ over-allotment option is exercised in full).

Dividends on each share of Series B Preferred Stock will be cumulative from the date of original issue and are payable quarterly in arrears on or about the 15th of each February, May, August and November, commencing on or about May 15, 2007, at the rate of 8.25% of the liquidation preference per annum, or $2.0625 per share of Series B Preferred Stock per annum. However, if following a “change of control,” the Series B Preferred Stock is not listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ, investors will be entitled to receive, when and as authorized by our Board of Directors and declared by us, out of funds legally available for the payment of distributions, cumulative cash dividends from, but excluding, the first date on which both the change of control has occurred and the Series B Preferred Stock is not so listed or quoted at the increased rate of 9.25% per annum of the $25.00 liquidation preference (equivalent to $2.3125 per annum per share for as long as the Series B Preferred Stock is not so listed or quoted). To see how we define change of control for this purpose, see “Description of the Series B Preferred Stock-Dividends” below.

Liquidation Preference: $25.00 per share, plus an amount equal to accrued and unpaid dividends (whether or not earned or declared).

The Series B Preferred Stock has no maturity date and we are not required to redeem the Series B Preferred Stock. Accordingly, the Series B Preferred Stock will remain outstanding indefinitely, unless we decide to redeem them. We are not required to set aside funds to redeem the Series B Preferred Stock.

The Series B Preferred Stock will rank senior to our common stock and any other junior shares that we may issue in the future, and on parity with our 8.75% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), and any other parity shares that we may issue in the future, in each case with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up. We intend to contribute the net proceeds from the offering to our operating partnership in exchange for preferred units in our operating partnership (with economic terms that mirror the terms of the Series B Preferred Stock). These preferred units will rank, as to distributions and upon liquidation, senior to the common units of limited partnership interest in our operating partnership and on parity with the 8.75% Series A Preferred Units and any other preferred units in our operating partnership that we may issue in the future and designate as parity units.

The Series B Preferred Stock are not convertible into or exchangeable for any property or any of our other securities.

If at any time following a “change of control,” the Series B Preferred Stock is not listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ, we will have the option to redeem the Series B Preferred Stock, in whole but not in part, within 90 days after the first date on which both the change of control has occurred and the Series B Preferred Stock is not so listed or quoted, for cash at $25.00 per share, plus accrued and unpaid dividends (whether or not declared) to the redemption date. To see how we define change of control for this purpose, see “Description of the Series B Preferred Stock—Dividends” below.

Except in instances relating to preservation of our qualification as a REIT or pursuant to our special optional redemption right discussed above, the Series B Preferred Stock are not redeemable prior to February 7, 2012. On and after February 7, 2012, we may redeem the Series B Preferred Stock, in whole at any time or in part from time to time, at a redemption price of $25.00 per share, plus any accrued and unpaid dividends through the date of redemption.

Holders of the Series B Preferred Stock will generally have no voting rights. However, if dividends on the Series B Preferred Stock are in arrears for six quarterly dividend periods (whether or not consecutive), the holders of the Series B Preferred Stock (voting separately as a class with the holders of any other series of parity preferred stock upon which like voting rights have been conferred and are exercisable) will have the right to elect one member to serve on our Board of Directors until such dividend arrearage is eliminated. In addition, certain changes that would be material and adverse to the rights of holders of the Series B Preferred Stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding Series B Preferred Stock and all other series of parity preferred stock upon which like voting rights have been conferred and are exercisable, voting as a single class. If any such changes would be material and adverse to holders of some but not all series of parity preferred stock, a vote of at least two-thirds of the holders of only the series materially and adversely affected would be required.

Full Prospectus PDF », Secondary Prospectus PDF », NRF Page »

Series:B
Redeemable?:Yes
Call Date:2/7/2012 (Now Trading Post Call Date)
Perpetual?:Yes
Cumulative?:Yes
Shares Offered:5,400,000
Overallotment:810,000
Liquidation Preference:$25
Recent Market Price:$24.93
Discount to Liquidation Preference:
(More Preferreds Trading at a Discount »)
$-0.07 (-0.28%)
Annualized Dividend:2.06252
Recent Ex-Date:2/6/2014
Current Yield:8.27%
Original Coupon:8.250%
Pay Period:Quarterly
Pay Dates:15-Feb, 15-May, 15-Aug, 15-Nov
NorthStar Realty Finance is a commercial real estate (CRE) investment and asset management company. Co. invests in commercial real estate assets and engages in asset management activities. Co.'s investments may take the form of originating senior or subordinate loans and acquiring real estate, as well as pursuing commercial real estate investments. Co. conducts substantially all of its operations and makes its investments through its Operating Partnership, NorthStar Realty Finance Limited Partnership, including its subsidiaries. Co.'s primary business lines are: CRE debt, Real Estate, Asset Management and Commercial Real Estate Securities.

Preferreds: NRF.PRB, NRF.PRA, NRF.PRC, NRF.PRD


Open the NRF Information Page »
Name:  Northstar Realty Finance Corp
Website:  www.nrfc.com
Sector:  REITs
Number of ETFs Holding NRF:  26 (see which ones)
Total Market Value Held by ETFs:  $280,842,548
Total Market Capitalization:  $4,908,000,000
% of Market Cap. Held by ETFs:  5.72%

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