Securities Exchange Act of 1934
Rule 12g-3

June 30, 2014

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

• The NRF/Sub-REIT Merger will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and New NRF will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
• New NRF may take into account NRF's reporting history under the Exchange Act in determining its eligibility to use Form S-3. NRF's reporting history under the Exchange Act may also be used in determining whether New NRF "satisfies the registrant requirements for use of Form S-3" within the meaning of Form S-8.
• The Division will not object if New NRF, as successor to NRF, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Registration Statements, provided that New NRF adopts the Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2014/northstar-realty-063014-12g3.htm