NEW YORK, March 3, 2015 NorthStar Realty Finance Corp.
(NYSE: NRF) ("NorthStar Realty") announced today that it has priced
an underwritten public offering of 60 million shares of common
stock, of which 40 million shares are subject to the forward sale
agreement described below, at a public offering price of
$18.65 per share. The
underwriters have been granted a 30-day option to purchase up to 9
million additional shares of common stock.
The offering is expected to close on March 6, 2015.
Deutsche Bank Securities, UBS Investment Bank, Morgan Stanley,
BofA Merrill Lynch, Barclays, Citigroup, Credit Suisse and J.P.
Morgan are acting as the joint book-running managers of the
offering. FBR, JMP Securities and MLV & Co. are acting as
co-managers of the offering.
In connection with the offering of its common stock, NorthStar
Realty has entered into a forward sale agreement with an affiliate
of Deutsche Bank Securities Inc. (the "Forward Purchaser"), under
which the Forward Purchaser has agreed to, subject to the
satisfaction of certain conditions, borrow and sell to the
underwriters a minimum of 40 million shares of NorthStar Realty's
common stock. Pursuant to the terms of the forward sale agreement,
and subject to NorthStar Realty's right to elect cash or net share
settlement, NorthStar Realty intends to sell, upon physical
settlement of such forward sale agreement, 40 million shares of its
common stock to the Forward Purchaser. In addition, if the
underwriters' option is exercised, the number of shares of common
stock underlying the forward sale agreement may be increased based
on the number of additional shares of common stock borrowed and
sold by the Forward Purchaser to the underwriters as a result of
the option being exercised. The remaining shares of common stock in
the offering will be newly issued by NorthStar Realty.
Settlement of the forward sale agreement will occur on one or
more dates within approximately six months after the date of the
prospectus supplement relating to the offering.
NorthStar Realty intends to use the net proceeds from the sale
of the shares of its common stock in this offering and any net
proceeds that it receives upon the settlement of the forward sale
agreement for general corporate purposes, which may include, among
other things:
- funding the equity portion of (i) the approximate €1.1 billion
($1.3 billion) purchase price for the
acquisition of a European office portfolio comprised of 11 Class A
office properties located across gateway cities in seven of
Europe's top markets, and (ii) the
approximate €500 million ($600
million) purchase price for a European real estate portfolio
comprised of 38 properties diversified across eight countries;
- the repayment of NorthStar Realty's indebtedness, including
amounts outstanding under NorthStar Realty's corporate revolving
credit facility with Deutsche Bank AG New York Branch, as the
Administrative and Collateral Agent, and the lenders party thereto
which accrues interest at a per annum rate equal to LIBOR plus
3.50% (or 3.67% per annum as of February 27,
2015) and is due on August 5,
2017; and
- additional potential acquisitions of healthcare, hotel,
manufactured housing, net lease, multifamily and office properties,
private equity fund interests and loan originations.
A registration statement relating to the offered securities has
become effective. The offering is being made only by means of a
prospectus supplement and accompanying base prospectus. Copies of
the prospectus supplement and the related prospectus for the
proposed offering, when available, may be obtained by contacting:
Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall
Street, New York, NY 10005-2836,
by calling (800) 503-4611, or by emailing prospectus.cpdg@db.com;
or UBS Securities LLC, Attention: Prospectus Department, 299 Park
Avenue, New York, NY 10171 or by
calling (888) 827-7275.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the shares, nor shall it constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About NorthStar Realty Finance Corp.
NorthStar Realty Finance Corp. is a diversified commercial real
estate company that is organized as a REIT. NorthStar Realty
is managed by an affiliate of NorthStar Asset Management Group
Inc., a global asset management firm.
Safe-Harbor Statement
This press release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended, or
Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended, or Exchange Act. Forward-looking statements are
generally identifiable by use of forward-looking terminology such
as "may," "will," "should," "potential," "intend," "expect,"
"seek," "anticipate," "estimate," "believe," "could," "project,"
"predict," "continue," "future" or other similar words or
expressions. Forward-looking statements are not guarantees of
performance and are based on certain assumptions, discuss future
expectations, describe plans and strategies, contain projections of
results of operations or of financial condition or state other
forward-looking information. These forward-looking statements
involve risks, uncertainties and other factors that may cause our
actual results in future periods to differ materially from those
forward-looking statements. These factors include, but are not
limited to: completion of the offering and settlement of the
forward sale agreement on the terms described in the registration
statement, the prospectus supplement relating to this offering and
the accompanying prospectus, if at all, and use of proceeds, if
any, from the forward sale agreement; the ability to realize upon
attractive investment opportunities; the amount of NorthStar
Realty's common stock that the Forward Purchaser is able to borrow
at a cost at or below an applicable threshold and deliver for
closing in connection with this offering, including in connection
with any exercise by the underwriters of their 30-day option;
NorthStar Realty's ability to consummate the transactions
contemplated by the use of proceeds on the terms anticipated, or at
all; and NorthStar Realty's ability to complete the spin-off of its
European real estate business on the terms anticipated, if at all.
All forward-looking statements included in this press release are
based upon information available to NorthStar Realty on the date
hereof and NorthStar Realty is under no duty to update any of the
forward-looking statements after the date of this press release to
conform these statements to actual results. Factors that could have
a material adverse effect on NorthStar Realty's operations and
future prospects are set forth in "Risk Factors" in NorthStar
Realty's Annual Report on Form 10-K for the fiscal year ended
December 31, 2014 and its other
filings with the SEC. The factors set forth in the Risk Factors
section and otherwise described in NorthStar Realty's filings with
SEC could cause NorthStar Realty's actual results to differ
significantly from those contained in any forward-looking statement
contained in this press release.
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SOURCE NorthStar Realty Finance Corp.