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NorthStar Realty Finance Corp. Announces Final Exchange Consideration For Exchange Offer For NorthStar Realty Limited Partnership's 7.50% Exchangeable Senior Notes

Stocks in this article: NRF

NEW YORK, March 25, 2014 /PRNewswire/ -- NorthStar Realty Finance Corp. (NYSE: NRF) (the "Company") announced today that it has determined the final exchange consideration in connection with the Company's previously announced offer to exchange (the "Exchange Offer") newly issued 3.00% Senior Notes due 2014 (the "New Notes") of the Company for any and all outstanding 7.50% Exchangeable Senior Notes due 2031 (the "7.50% Exchangeable Notes") of NorthStar Realty Finance Limited Partnership, the Company's operating partnership.

The final exchange consideration per $1,000 principal amount of 7.50% Exchangeable Notes accepted for exchange in the Exchange Offer is $2,789.21 of New Notes.  The amount of New Notes issued will be subject to rounding as described in the Company's prospectus, dated March 25, 2014, relating to the Exchange Offer (the "Prospectus").  In addition, holders will receive, in respect of their 7.50% Exchangeable Notes that are accepted for exchange, accrued and unpaid interest to, but excluding, the settlement date of the New Notes. 

The final exchange consideration was determined in accordance with the exchange ratio described in the Prospectus.  The final exchange consideration per $1,000 principal amount of 7.50% Exchangeable Notes accepted for exchange in the Exchange Offer is equal to 102% of the product of (1) 170.4790 (the conversion ratio of the 7.50% Exchangeable Notes at the expiration date), multiplied by (2) $16.0402 (the arithmetic average of the daily volume-weighted average prices of the Company's common stock on the New York Stock Exchange over the 15 consecutive trading day period beginning on March 5, 2014 and ending on March 25, 2014).

The Exchange Offer is being made upon the terms and subject to the conditions set forth in the Prospectus, which forms a part of the Company's registration statement on Form S-4 (Registration No. 333-194245) (the "Registration Statement"), and the related letter of transmittal (the "Letter of Transmittal").  The Registration Statement was declared effective by the Securities and Exchange Commission on March 25, 2014.  The Exchange Offer will expire at 11:59 p.m., New York City time, on March 27, 2014, unless extended or earlier terminated by the Company.  Tendered 7.50% Exchangeable Notes may be withdrawn at any time prior to the expiration date and after 5:00 p.m., New York City time, on April 24, 2014, which is the 40 th business day after the commencement of the Exchange Offer, if the Company has not accepted the 7.50% Exchangeable Notes for exchange.

The Exchange Offer is subject to certain conditions, including the requirement that no stop order suspending the effectiveness of the Registration Statement or any proceeding for that purpose is outstanding. The Exchange Offer is not conditioned on any minimum principal amount of 7.50% Exchangeable Notes being tendered. The Company may not waive the condition that there be no stop order suspending the Registration Statement's effectiveness or that any proceeding for that purpose is outstanding.

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