Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - NORTHSTAR REALTY FINANCE CORP. | t73867_8k.htm |
| EX-1.1 - EXHIBIT 1.1 - NORTHSTAR REALTY FINANCE CORP. | ex1-1.htm |
| EX-1.2 - EXHIBIT 1.2 - NORTHSTAR REALTY FINANCE CORP. | ex1-2.htm |
| EX-5.1 - EXHIBIT 5.1 - NORTHSTAR REALTY FINANCE CORP. | ex5-1.htm |
| EX-99.1 - EXHIBIT 99.1 - NORTHSTAR REALTY FINANCE CORP. | ex99-1.htm |
Exhibit 3.1
NORTHSTAR REALTY FINANCE CORP.
ARTICLES SUPPLEMENTARY
NorthStar Realty Finance Corp., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: 370,000 shares of authorized but unissued Preferred Stock (as defined in the charter of the Company (the “Charter”)), are reclassified as shares of Series A Preferred Stock (as defined in the Charter), with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Series A Preferred Stock set forth in the Charter.
SECOND: 2,260,000 shares of authorized but unissued Preferred Stock, are reclassified as shares of Series B Preferred Stock (as defined in the Charter), with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Series B Preferred Stock set forth in the Charter.
THIRD: The additional shares of Series A Preferred Stock and Series B Preferred Stock have, in each case, been classified and designated by the Board of Directors of the Corporation under the authority contained in the Charter. After giving effect to the classification and designation of the additional shares of Series A Preferred Stock and Series B Preferred Stock set forth herein, the Corporation has authority to issue 2,900,000 shares of Series A Preferred Stock and 11,700,000 shares of Series B Preferred Stock.
FOURTH: These Articles Supplementary have been approved by the Board of Directors of the Corporation in the manner and by the vote required by law.
FIFTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Co-President, Chief Operating Officer and Secretary and attested to by its General Counsel and Assistant Secretary on this 12th day of June, 2012.
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NORTHSTAR REALTY FINANCE CORP.
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By
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/s/ Albert Tylis
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| Albert Tylis | |||
| Co-President, Chief Operating Officer and Secretary | |||
| ATTEST: | ||
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By:
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/s/ Ronald J. Lieberman
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| Ronald J. Lieberman | ||
| Executive Vice President, | ||
| General Counsel and Assistant Secretary | ||