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EX-8.1 - EX-8.1 - NORTHSTAR REALTY FINANCE CORP.a14-4703_1ex8d1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 31, 2014

 

NorthStar Realty Finance Corp.

(Exact name of registrant as specified in its charter)

 

Maryland
(State or other jurisdiction
of incorporation)

 

001-32330
(Commission File
Number)

 

11-3707493
(I.R.S. Employer
Identification No.)

 

399 Park Avenue, 18th Floor, New York, NY

 

10022

(Address of principal executive offices)

 

(Zip Code)

 

(212) 547-2600
(Registrant’s telephone number, including area code)

 

N/A
(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 9.01    Financial Statements and Exhibits.

 

Exhibits are filed herewith in connection with the sale, from time to time, of up to 35,475,498 shares of common stock of NorthStar Realty Finance Corp. (the “Company”) by the exchanging noteholders identified in the prospectus dated August 9, 2013, as amended or supplemented from time to time, which forms a part of the Company’s shelf registration statement on Form S-3 (File No. 333-190532) (the “Registration Statement”), that are received upon the exchange of their NorthStar Realty Finance Limited Partnership’s 5.375% Exchangeable Senior Notes due 2033.

 

(d)                                 Exhibits

 

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report on Form 8-K:

 

Exhibit
Number

 

Description

 

 

 

8.1

 

Opinion of Hunton & Williams LLP with respect to tax matters.

 

 

 

23.1

 

Consent of Hunton & Williams LLP (included in Exhibit 8.1).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

NorthStar Realty Finance Corp.
(Registrant)

 

 

 

Date: January 31, 2014

By:

/s/ Ronald J. Lieberman

 

 

Ronald J. Lieberman
Executive Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

8.1

 

Opinion of Hunton & Williams LLP with respect to tax matters.

 

 

 

23.1

 

Consent of Hunton & Williams LLP (included in Exhibit 8.1).

 

4