NorthStar Realty Finance Announces Public Offering of Common Stock with a Forward Component

NEW YORK, March 2, 2015 /PRNewswire/ -- NorthStar Realty Finance Corp. (NYSE: NRF) ("NorthStar Realty") announced today that it has commenced an underwritten public offering of 60 million shares of common stock, of which 40 million shares will be subject to the forward sale agreement described below.  The underwriters are expected to be granted a 30-day option to purchase up to 9 million additional shares of common stock. 

Deutsche Bank Securities and UBS Investment Bank are acting as the joint book-running managers of the offering.   

In connection with the offering of its common stock, NorthStar Realty expects to enter into a forward sale agreement with an affiliate of Deutsche Bank Securities Inc. (the "Forward Purchaser"), under which the Forward Purchaser is expected to, subject to the satisfaction of certain conditions, borrow and sell to the underwriters 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 preliminary prospectus supplement and the related prospectus for the proposed offering 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 [email protected]; 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.

SOURCE NorthStar Realty Finance Corp.