NorthStar Realty Finance Announces Private Offering Of $75 Million Exchangeable Senior Notes Due 2032

NEW YORK, June 6, 2012 /PRNewswire/ -- NorthStar Realty Finance Corp. (NYSE: NRF) (the "Company") announced today that NorthStar Realty Finance Limited Partnership, the operating partnership through which the Company conducts its operations, has commenced a private offering, subject to market conditions, of $75 million aggregate principal amount of the operating partnership's exchangeable senior notes due 2032, plus an additional $11.25 million aggregate principal amount of notes that may be issued at the option of the initial purchasers to cover over-allotments within 30 days of the initial sale of the notes.  The notes will be senior unsecured obligations of the operating partnership, exchangeable for cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the operating partnership's option.  Each of the Company and NRFC Sub-REIT Corp., a subsidiary of the operating partnership, intends to guarantee the payment of amounts due on the notes.

The Company intends to use the net proceeds of the offering to make investments relating to its business, to repurchase or pay its liabilities and for general corporate purposes.

The notes will be offered and sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").  The notes and any shares of the Company's common stock that may be issued upon exchange of the notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

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