June 24, 2014
/PRNewswire/ -- NorthStar Realty Finance Corp. (NYSE: NRF) ("NorthStar Realty") announced today that, in connection with the previously announced spin-off of its asset management business (the "Spin-Off"), its Board of Directors declared a record date and distribution date of
June 30, 2014
for the distribution (the "Distribution") of all the outstanding common stock of NorthStar Asset Management Group Inc. ("NSAM") to the holders of NorthStar Realty common stock. In connection with the Distribution, NorthStar Realty is conducting an internal corporate reorganization and a one-for-two reverse stock split of its common stock, pursuant to which NorthStar Realty will merge with and into its subsidiary, NRFC Sub-REIT Corp., and the survivor will be re-named NorthStar Realty Finance Corp, which will be the entity that effects the reverse stock split and the Distribution. In the Distribution, each NorthStar Realty common stockholder will receive shares of NSAM common stock on a one-for-one basis, after giving effect to the one-for-two reverse stock split.
The record date for both the reverse stock split and the Distribution will be after the close of regular New York Stock Exchange trading hours on
June 30, 2014
and both transactions will be completed and effective by
New York City
time, on such day. Stockholders that would otherwise own fractional shares of NorthStar Realty's common stock following the reverse stock split will receive cash in lieu of fractional shares.
July 1, 2014
, the first trading day following the Distribution, NSAM common stock will commence trading on the NYSE under the ticker symbol "NSAM" and NorthStar Realty's common stock will continue to trade on the NYSE under the ticker symbol "NRF," but will have a new CUSIP number (66704R 704).
The Distribution remains subject to the satisfaction or waiver of a number of conditions described in NSAM's registration statement on Form 10 (the "Form 10"), filed with the Securities and Exchange Commission ("SEC"), as well as subject to the SEC declaring the Form 10 effective, which NSAM expects to occur in the coming days.