Dec. 14, 2012
/PRNewswire/ -- NorthStar Realty Finance Corp. (NYSE: NRF) ("NorthStar") announced today that it expects its shelf registration statement that was initially filed on Form S-3 with the Securities and Exchange Commission (the "SEC") on
October 10, 2012
to be declared effective by the SEC on or about
, 2013. The filing of the shelf registration statement was required by the terms of NorthStar's Registration Rights Agreement, dated as of
June 12, 2012
, with Citigroup Global Markets Inc. and UBS Securities LLC, as Representatives of the Initial Purchasers, relating to NorthStar Realty Finance Limited Partnership's 8.875% Exchangeable Senior Notes due 2032, fully and unconditionally guaranteed by NorthStar and NRFC Sub-REIT Corp.
The shelf registration statement will allow electing holders of the exchangeable notes to effect resales of shares of NorthStar's common stock issuable upon exchange of their exchangeable notes (the "Exchange Shares") under one or more related prospectus supplements NorthStar plans to file upon or after the effectiveness of the shelf registration statement. The exchangeable notes were initially offered and sold in
to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The shelf registration statement does not register the exchangeable notes, and the exchangeable notes may not be offered, sold or otherwise transferred except under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or pursuant to an effective registration statement. Holders of the exchangeable notes that desire to be named as selling security holders of the Exchange Shares in the prospectus supplement included in the shelf registration statement are required to deliver a completed notice and questionnaire, substantially in the form attached as Annex A to the exchangeable notes offering circular dated as of
June 7, 2012
, to NorthStar no later than
December 24, 2012
. The notice and questionnaire should be sent to:
NorthStar Realty Finance Corp. 399 Park Avenue 18th Floor New
10022 Attention: General Counsel
NorthStar will receive no proceeds from any issuance of shares of its common stock to the selling stockholders upon exchange of the exchangeable notes or from any sale of Exchange Shares by the selling stockholders.