We, NorthStar Realty Finance Corp., are offering to the public 5,000,000 shares of our 8.875% Series C Cumulative Redeemable Preferred Stock, or the Series C Preferred Stock. Dividends on shares of the Series C Preferred Stock will be cumulative from, and including, the date of original issue and payable quarterly, beginning on February 15, 2013, at the rate of 8.875% of the liquidation preference per annum, or $2.21875 per share of Series C Preferred Stock per annum.
Except to preserve our qualification as a real estate investment trust for federal income tax purposes or in connection with a Change of Control (as defined below), the Series C Preferred Stock is not redeemable prior to October 11, 2017. On and after October 11, 2017, we may redeem the Series C 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 to but excluding the redemption date (subject to an exception described below), or the redemption price. The Series C Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed or repurchased by us or converted by the holders. Upon the occurrence of a Change of Control, we may, at our option, redeem any or all of the shares of Series C Preferred Stock at any time and from time-to-time within 120 days after the first date on which such Change of Control occurred at the redemption price.