NEWCASTLE INVESTMENT CORP.
Common Stock
TERMS AGREEMENT
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Dated: October 27, 2006
To: Newcastle Investment Corp.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx
Ladies and Gentlemen:
We understand that Newcastle Investment Corp., a corporation organized and
existing under the laws of Maryland (the "Company"), proposes to issue and
sell 1,700,000 shares of common stock, set forth below (the "Underwritten
Securities"). Subject to the terms and conditions set forth or incorporated by
reference herein, the underwriter named below (the "Underwriter") offers to
purchase the number of Underwritten Securities (as such term is defined in the
Underwriting Agreement referred to below) set forth below opposite its name,
at the purchase price set forth below.
Number
of Shares of
Underwriter Underwritten Securities
----------- -----------------------
Banc of America Securities LLC 1,700,000
The Underwritten Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value per share
Number of Shares: 1,700,000
Applicable Time: 9:30 a.m. (Eastern Time) on October 27, 2006 or such
other time as agreed by the Company and the Underwriter
Public offering price per share: $29.42
Purchase price per share: $29.17
Number of Option Securities, if any, that may be purchased by the Underwriter:
None
Delayed Delivery Contracts: Not Authorized
Additional co-managers, if any: None
Terms of Lock-up: As stated in section 3(a)(xi) of the Underwriting
Agreement, during the period of 14 days from the date of
the Prospectus, the Company will not, directly or
indirectly, without the prior written consent of the
Underwriter (a) issue, sell, offer or agree to sell,
grant any option for the sale of, pledge, make any short
sale or maintain any short position, establish or
maintain a "put equivalent position" (within the meaning
of Rule 16a-1(h) under the 1934 Act), enter into any
swap, derivative transaction or other arrangement that
transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock
(whether any such transaction is to be settled by
delivery of Common Stock, other securities, cash or other
consideration) or otherwise dispose of, any Common Stock
(or any securities convertible into, exercisable for or
exchangeable for Common Stock) or interest therein of the
Company or of any of its subsidiaries, other than the
Company's sale of Underwritten Securities pursuant to
this Agreement and the Company's issuance of Common Stock
(i) upon the exercise of presently outstanding options,
(ii) in connection with acquisitions by the Company or a
subsidiary, and (iii) in connection with the grant and
exercise of options under, or the issuance and sale of
shares pursuant to, employee stock option plans in effect
on the date hereof or (b) file a registration statement
under the 1933 Act registering shares of Common Stock (or
any securities convertible into, exercisable for or
exchangeable for Common Stock) or any interest in shares
of Common Stock, except for a registration statement on
Form S-8 with respect to shares of Common Stock issuable
under the Newcastle Investment Corp. Nonqualified Stock
Option and Incentive Award Plan, as amended from time to
time.
At the time the Underwriting Agreement and this Agreement
are executed, the Underwriter shall have received a
letter agreement from the Manager, Fortress Principal
Investment Holdings LLC ("FPIH"), Fortress Principal
Investment Holdings II LLC ("FPIH II") and Fortress
Investment Holdings LLC ("FIH"), and each director,
officer or related party of the Company and the Manager
designated by the Underwriter and listed on Schedule II
to the Underwriting Agreement, substantially in the forms
attached thereto as Annex III and Annex IV, respectively.
Other terms: None
Schedule I: Issuer Free Writing Prospectuses included in the General
Disclosure Package
Schedule II: Price-related information included in the General Disclosure
Package
Closing date and location: November 1, 2006, 10:00 a.m.; Sidley Austin LLP,
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
All of the provisions contained in the Underwriting Agreement attached as
Annex A hereto are hereby incorporated by reference in their entirety herein
and shall be deemed to be a part of this Terms Agreement to the same extent as
if such provisions had been set forth in full herein. Terms defined in such
document are used herein as therein defined.
Please accept this offer no later than 5:00 P.M. (New York City time) on
October 27, 2006 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
BANC OF AMERICA SECURITIES LLC
By:/s/ Xxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Managing Director
Accepted:
NEWCASTLE INVESTMENT CORP.
By: /s/ Xxxxx X. Xxxx
----------------------------
Name: Xxxxx X. Xxxx
Title: Chief Financial Officer
FORTRESS INVESTMENT GROUP LLC
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Operating Officer
SCHEDULE I
ISSUER FREE WRITING PROSPECTUSES
INCLUDED IN THE GENERAL DISCLOSURE PACKAGE
None.
SCHEDULE II
PRICE-RELATED INFORMATION
INCLUDED IN THE GENERAL DISCLOSURE PACKAGE
Newcastle Investment Corp.
Price to public: $29.42 per share
Shares offered: 1,700,000
Total offering size: $50,014,000
Trade date: October 27, 2006
Settlement date: November 1, 2006
Use of proceeds: The Company intends to use the net proceeds
from the offering to make investments in real estate
securities and/or other real estate related assets and
for general corporate purposes.
o The Company is externally managed by Fortress Investment Group LLC. In
connection with this offering, the Company granted to its manager an
option to purchase 170,000 shares of common stock, representing 10% of
the number of shares offered, at the public offering price of $29.42 per
share.
o The Company is currently marketing its ninth CDO financing of
approximately $950 million, which it plans to close in early November.
Banc of America Securities LLC will be an initial purchaser in that
offering.
