Exhibit 1.2
Execution Copy
NEWCASTLE INVESTMENT CORP.
Common Stock
TERMS AGREEMENT
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Dated: January 17, 2007
To: Newcastle Investment Corp.
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Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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
2,420,000 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 Underwritten
Underwriter Securities
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated 2,420,000
The Underwritten Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value per share
Number of Shares: 2,420,000
Applicable Time: 7:30 a.m. (Eastern Time) on January 18, 2007 or such other
time as agreed by the Company and the Underwriter
Public offering price per share: $31.30
Purchase price per share: $31.05
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
Closing date and location: January 23, 2007, 10:00 a.m.; Sidley Austin LLP,
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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
January 17, 2007 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director
Accepted:
NEWCASTLE INVESTMENT CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Financial Officer
FORTRESS INVESTMENT GROUP LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Operating Officer
