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EX-10.1 - EXHIBIT 10.1 - NORTHSTAR REALTY FINANCE CORP.nrf-8xk2ndamendaug2015ex101.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): August 31, 2015
 
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)
 
02-0732285 
(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 1.01. Entry into a Material Definitive Agreement.
On August 31, 2015, NorthStar Realty Finance Corp. (the “Company”) entered into an amendment (the “Amendment”) to the forward sale agreement, dated March 2, 2015, as amended, among the Company, Deutsche Bank AG, London Branch (the “Forward Counterparty”) and Deutsche Bank Securities Inc., as agent (the “Forward Seller”), primarily to extend the final settlement date of the forward sale agreement to November 30, 2015.
In the ordinary course of business, the Forward Seller, the Forward Counterparty and their affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they have received or may receive customary fees and reimbursement of expenses.
The above summary of the Amendment does not purport to be complete and is qualified in its entirety by the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit Number
 
Description
10.1
 
Second Amendment to Registered Forward Transaction, dated August 31, 2015, by and among the Company, the Forward Seller and the Forward Counterparty.





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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.
 
 
 
 
 
 
 
 
Date: September 1, 2015
By:
/s/ Ronald J. Lieberman
 
 
Name:
Ronald J. Lieberman
 
 
Title:
Executive Vice President, General Counsel and Secretary


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EXHIBIT INDEX
Exhibit Number
 
Description
10.1
 
Second Amendment to Registered Forward Transaction, dated August 31, 2015, by and among the Company, the Forward Seller and the Forward Counterparty.


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