We, NorthStar Realty Finance Corp., are offering to the public 9,000,000 shares of our 8.75% Series E Cumulative Redeemable Preferred Stock, or the Series E Preferred Stock. Dividends on shares of the Series E Preferred Stock will be cumulative from, and including, the date of original issue and payable quarterly, beginning on August 15, 2014, at the rate of 8.75% of the liquidation preference per annum, or $2.1875 per share of Series E 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 E Preferred Stock is not redeemable prior to May 15, 2019. On and after May 15, 2019, we may redeem the Series E 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 not including, the redemption date (subject to an exception described below), or the redemption price. The Series E 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 E 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.