UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~March~~February 725, ~~2008~~2009

Date of report (Date of earliest event reported)

~~CBRE~~ REALTY FINANCE, ~~INC.~~CORPORATION

(Exact Name of Registrant as Specified in Charter)

Maryland		001-33050		30-0314655
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Maryland

(State or Other Jurisdiction

of Incorporation)

001-33050

(Commission

File Number)

30-0314655

(IRS Employer

Identification No.)

185 Asylum Street, 31st Floor Hartford, Connecticut		06103
(Address of Principal Executive Offices)		(Zip Code)

185 Asylum Street, 31^st Floor

Hartford, Connecticut

(Address of Principal Executive Offices)

06103

(Zip Code)

(860) 275-6200 (Registrant’s telephone number, including area code)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing of obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.0204. ~~Results~~Triggering ofEvent ~~Operations~~That ~~and~~Accelerates or Increases a Direct Financial ~~Condition~~Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On ~~March~~ February 725, ~~2008~~2009, ~~CBRE~~ Realty Finance Corporation (the “Company”) received written notice from the trustee of RFC CDO 2006-1, ~~Inc~~Ltd. (“CDO I”), in accordance with the indenture, dated as of March 28, 2006 (the “~~Company~~2006 Indenture”), ~~issued~~by aand ~~press~~among ~~release~~CDO ~~announcing~~I, RFC CDO 2006-1, LLC and Bank of America, N.A., as successor by merger to LaSalle Bank National Association, as trustee, that on the February 25, 2009 payment date, CDO I failed certain overcollateralization trigger tests (the “OC Tests”) which resulted in ~~light~~(i) certain interest payments normally scheduled to the debt and equity holders of CDO I being allocated to the ~~movement~~senior innoteholders (i.e. Class A-1) and (ii) any available principal proceeds being allocated to the senior noteholders. Consequently, the Company’s ~~common~~will ~~stock~~not ~~over~~receive any cash flow distributions on the ~~last~~subordinated ~~two~~notes ~~trading~~and ~~days~~equity investments owned by the Company and/or its affiliates in CDO I, or with respect to any subordinate collateral management fee, until such time, if ever, the OC Tests are complied with. Even if the OC Tests are eventually complied with, the Company’s ~~liquidity~~ability ~~position~~to ~~remains solid~~obtain asregular acash ~~result~~flows offrom the ~~steps~~assets itsecuring ~~has~~CDO ~~taken~~I ~~over~~is ~~the~~dependent ~~course~~upon continuing to meet interest coverage and overcollateralization coverage tests within CDO I. The failure of the ~~last~~OC ~~quarter~~test towas ~~continue~~due to (i) impairment ~~strengthen~~of ~~its~~certain ~~financial~~of ~~condition.~~the ACompany’s ~~copy~~loans as a result of borrower defaults and (ii) rating agency downgrades on certain of the ~~press~~Company’s ~~release~~commercial ismortgage-backed ~~attached~~securities ~~hereto~~(“CMBS”) asheld ~~Exhibit~~by 99CDO I.1.

~~The~~If ~~information~~the ~~being~~OC ~~furnished~~Tests ~~pursuant~~had ~~to this “Item 2.02. Results of Operations and Financial Condition” (including Exhibit 99.1) shall~~ not be ~~deemed~~failed, ~~to be “filed” for~~ the ~~purposes~~Company ofwould ~~Section 18~~have ofreceived ~~the~~approximately ~~Securities~~$221,000 ~~Exchange~~in ~~Act~~interest ofdistributions, ~~1934~~$192,000 asin ~~amended~~equity ~~(the~~distributions ~~“Exchange~~and ~~Act”) or otherwise subject to the liabilities of that Section~~$75,000 ~~and shall not be deemed to be~~in ~~incorporated~~subordinate bycollateral ~~reference~~management ~~into~~fees ~~any~~for ~~filing under~~ the ~~Securities Act of 1933~~February 25, as2009 ~~amended~~CDO ~~(the~~I ~~“Securities~~payment ~~Act”) or the Exchange Act, regardless of any general incorporation language in such filing~~date.

Item 8.01.

Other Events.

AsPursuant ~~discussed~~to inthe ~~Item~~Collateral Management Agreement, dated as of April 2~~.02. above~~, 2007 (the “2007 Collateral Management Agreement”), by and between RFC CDO 2007-1 Ltd. (“CDO II”) and the Company, ~~issued~~as aassignee ~~press~~to ~~release~~CBRE onRealty ~~March~~Finance Management, LLC, as collateral manager (the “Collateral Manager”), and Amendment Number One to the Collateral Management Agreement, dated as December 712, 2008, ~~announcing~~by ~~that~~and inbetween ~~light~~CDO II and the Collateral Manager, and consented to by MBIA Insurance Corporation (“MBIA”), as controlling class of CDO II noteholders (the ~~movement~~“Amendment,” inand together with the ~~Company’s~~2007 ~~common~~Collateral ~~stock~~Management ~~over~~Agreement, the ~~last~~“Amended ~~two~~Collateral ~~trading~~Management ~~days~~Agreement”), the ~~Company’s~~failure ~~liquidity~~of ~~position~~an ~~remains~~OC ~~solid~~Test under the 2006 Indenture on the related 2006 Indenture determination date will permit MBIA, as acontrolling ~~result~~class of CDO II noteholders, to terminate the ~~steps it~~Amended ~~has~~Collateral ~~taken~~Management ~~over~~Agreement and to remove the ~~course~~Collateral Manager of ~~the~~CDO ~~last~~II ~~quarter~~upon to10 ~~continue~~business days’ prior written notice, subject to ~~strengthen~~a ~~its~~successor ~~financial~~collateral ~~condition.~~manager Abeing ~~copy~~appointed ofin accordance with the ~~press~~approval ~~release~~procedures isset ~~attached~~forth ~~hereto~~in asthe ~~Exhibit~~Amended 99Collateral Management Agreement and subject to Standard & Poor’s and Moody’s confirming that the appointment will not result in a rating agency downgrade of the CDO II notes.1.

~~IMPORTANT~~A ~~INFORMATION~~copy ~~AND~~of ~~WHERE~~the TO2007 ~~FIND~~Collateral ITManagement Agreement was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2007. A copy of the Amendment was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2008.

The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a proxy statement (the “2008 Proxy Statement”) relating to its 2008 annual meeting of stockholders, which has not yet been scheduled. The Company, its directors and certain of its officers may be deemed, under the SEC’s rules, to be participants in a solicitation of proxies from its stockholders in connection with the 2008 annual meeting of stockholders. Information regarding those directors and officers and their respective interests is set forth in the Schedule 14A filed by the Company with the SEC on February 4, 2008. Investors should read the 2008 Proxy Statement when it becomes available because it will contain important information. Investors can obtain the Schedule 14A and, after it is filed, will be able to obtain the 2008 Proxy Statement for free at the SEC’s website at www.sec.gov and the Company’s website at www.cbrerealtyfinance.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated March 7, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 7, 2008

CBRE REALTY FINANCE, INC. By: /s/ Michael Angerthal Name: Michael Angerthal Title: Chief Financial Officer

REALTY FINANCE CORPORATION

Date: February 25, 2009

/s/ Daniel Farr

Daniel Farr

Chief Financial Officer

Filing Compare · CV HOLDINGS, INC.