Annual report pursuant to Section 13 and 15(d)

ORGANIZATION

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ORGANIZATION
12 Months Ended
Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION
ORGANIZATION

Newcastle Investment Corp. (and its subsidiaries, “Newcastle”) is a Maryland corporation that was formed in 2002. Newcastle focuses on opportunistically investing in, and actively managing, a variety of real estate-related and other investments. Newcastle is organized and conducts its operations to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. As such, Newcastle will generally not be subject to U.S. federal corporate income tax on that portion of its net income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by prescribed dates and complies with various other requirements.
Newcastle conducts its business through the following segments: (i) debt investments financed with collateralized debt obligations (“CDOs”), (ii) other debt investments (“Other Debt”), (iii) investments in golf properties and facilities (“Golf”) and (iv) corporate.
Newcastle is party to a management agreement (the “Management Agreement”) with FIG LLC (the “Manager”), a subsidiary of Fortress Investment Group LLC (“Fortress”), pursuant to which the Manager provides for a management team and other professionals who are responsible for implementing Newcastle’s business strategy, subject to the supervision of Newcastle’s board of directors. For its services, the Manager is entitled to an annual management fee and incentive compensation, both as defined in, and in accordance with the terms of, the Management Agreement. For a further discussion of the Management Agreement, see Note 13.
Approximately 1.0 million shares of Newcastle’s common stock were held by Fortress, through its affiliates, and its principals at December 31, 2015. In addition, Fortress, through its affiliates, held options to purchase approximately 5.1 million shares of Newcastle’s common stock at December 31, 2015.
The following table presents information on shares of Newcastle’s common stock issued subsequent to its formation:
Year
 
Shares Issued
 
Range of Issue
Prices (A)(B)
 
Net Proceeds
(millions)
Formation - 2012
 
28,754,274

 
 
 
 
2013
 
29,821,308

 
$29.82 - $62.88
 
$
1,262.6

2014
 
7,848,926

 
$25.92
 
$
197.9

2015 (C)
 
230,090

 
N/A
 
N/A

December 31, 2015
 
66,654,598

 
 
 
 

(A)
Excludes prices of shares issued (i) pursuant to the exercise of options and (ii) as compensation to Newcastle’s independent directors.
(B)
On May 15, 2013, Newcastle completed the spin-off of New Residential Investment Corp ("New Residential"). The May 15, 2013 closing price of Newcastle’s common stock on the NYSE was $73.98, and the opening price of Newcastle’s common stock on May 16, 2013 was $34.74. On February 13, 2014, Newcastle completed the spin-off of New Media Investment Group Inc. ("New Media"). The February 13, 2014 closing price of Newcastle's common stock was $34.50, and the opening price of Newcastle's common stock on February 14, 2014 was $29.88. On November 6, 2014, Newcastle completed the spin-off of New Senior Investment Group Inc. ("New Senior"). The November 6, 2014 closing price of Newcastle's common stock on the NYSE was $23.53, and the opening price of Newcastle's common stock on November 7, 2014 was $4.00.
(C)
All 2015 shares were issued (i) pursuant to the exercise of options and (ii) as compensation to Newcastle's independent directors.