Colony Financial, Inc. (the "Company") (NYSE: CLNY) today announced the pricing of its public offering of $200,000,000 aggregate principal amount of its 3.875% Convertible Senior Notes due 2021 (the “Notes”) for total gross proceeds of $200,000,000. The Company has granted to the underwriters a 30-day option to purchase up to an additional $30,000,000 aggregate principal amount of the Notes to cover over-allotments, if any. The Notes will bear interest at a rate equal to 3.875% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2014. The conversion rate will initially equal 40.2941 shares of common stock per $1,000 principal amount of Notes, which is equivalent to a conversion price of approximately $24.82 per share of common stock, representing an approximate 12.5% conversion premium based on the closing price of the Company’s common stock of $22.06 per share on January 22, 2014. The initial conversion rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. The Notes will mature on January 15, 2021. The offering is expected to close on or about January 28, 2014, subject to customary closing conditions.
The Company intends to use the net proceeds from the offering to repay amounts outstanding under its secured revolving credit facility, and to use any remainder of the net proceeds from this offering to acquire its target assets in a manner consistent with its investment strategies and investment guidelines and for working capital and general corporate purposes.
Morgan Stanley, BofA Merrill Lynch, Credit Suisse and Deutsche Bank Securities are acting as the joint book-running managers for this offering.
The offering of the Notes will be made under the Company’s automatically effective shelf registration statement, which was filed with the Securities and Exchange Commission. The offering will be made only by means of a prospectus supplement and prospectus, which have been filed with the Securities and Exchange Commission. Before you invest, you should read the applicable prospectus supplement and prospectus for more complete information about the Company and the offering. You may obtain these documents free of charge by visiting the SEC website at www.sec.gov. Alternatively, you may obtain copies, by contacting Morgan Stanley at Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, BofA Merrill Lynch at 222 Broadway, New York, NY 10038, Attention: Prospectus Department or by emailing firstname.lastname@example.org, Credit Suisse at One Madison Avenue, New York, New York 10010, Attention: Prospectus Department, by telephone (toll free) at (800) 221-1037 or by e-mailing email@example.com, or Deutsche Bank Securities at Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, New York 10005, telephone (800) 503-4611 or email at firstname.lastname@example.org.This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.