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

NEW YORK, June 7, 2012 /PRNewswire/ -- NorthStar Realty Finance Corp. (the "Company") (NYSE: NRF) today announced that NorthStar Realty Finance Limited Partnership, the operating partnership through which the Company conducts its operations, has priced a private offering of $75 million aggregate principal amount of the operating partnership's 8.875% exchangeable senior notes due 2032 (the "Notes"). The operating partnership has granted to the initial purchasers of the Notes a 30-day option to purchase up to an additional $11.25 million aggregate principal amount of Notes solely to cover over-allotments, if any. 

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.  The initial exchange rate for the Notes will be 166.5515 shares per $1,000 principal amount of Notes and the initial exchange price will be $6.00 per share of the Company's common stock. The initial exchange rate and initial exchange price are subject to adjustment in certain circumstances. Each of the Company and NRFC Sub-REIT Corp., a subsidiary of the operating partnership, has guaranteed the payment of amounts due on the Notes.

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

Prior to June 15, 2019, the operating partnership may not redeem the Notes except at any time or from time-to-time to preserve the Company's qualification as a real estate investment trust, and on or after June 15, 2019, the operating partnership may redeem for cash all or part of the Notes at any time, in each case, at 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to but excluding the redemption date.

The notes will be sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").  The Notes, the guarantee thereon 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. The Company has agreed to file a registration statement to cover re-sales of the shares of common stock of the Company issuable upon exchange of the Notes with the Securities and Exchange Commission within 120 days of the closing of this private offering.

This release shall not constitute an offer to sell or the solicitation of an offer to buy any of 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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