Colony Financial, Inc. (the “Company”) (NYSE: CLNY) today announced its plans to commence a public offering of $100,000,000 aggregate principal amount of its 3.875% Convertible Senior Notes due 2021 (the “Notes”) pursuant to a reopening of its existing series of such Notes. The Company also plans to grant to the underwriters a 30-day option to purchase up to an additional $15,000,000 aggregate principal amount of the Notes to cover over-allotments, if any. The Notes will mature on January 15, 2021. The Notes may be converted into shares of the Company’s common stock at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, unless the Notes have been previously repurchased or redeemed by the Company. The conversion rate of the Notes will initially equal 40.2941 shares of common stock per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $24.82 per share of common stock). The conversion rate will be subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. 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. BofA Merrill Lynch, Barclays, Credit Suisse and Deutsche Bank Securities will act 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 (SEC). The offering will be made only by means of a prospectus supplement and prospectus, which will be filed with the SEC. 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, when available, by contacting BofA Merrill Lynch at 222 Broadway, New York, NY 10038, Attention: Prospectus Department or by emailing email@example.com; Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (888) 603-5847 or by email at Barclaysprospectus@broadridge.com; 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 firstname.lastname@example.org, 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 email@example.com. 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.
About Colony Financial, Inc.Colony Financial, Inc. is a real estate investment and finance company that is focused on acquiring, originating and managing a diversified portfolio of real estate-related debt and equity investments at attractive risk-adjusted returns. Our investment portfolio and target assets are primarily composed of interests in: (i) real estate and real estate-related debt, including loans acquired at a discount to par in the secondary market and new originations; and (ii) real estate equity, including single family homes held as rental investment properties. Secondary debt purchases may include performing, sub-performing or non-performing loans (including loan-to-own strategies). The Company has elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes. Forward-Looking Statements This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 27, 2014, as amended by Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 27, 2014, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on May 12, 2014 and other risks described in documents subsequently filed by the Company from time to time with the SEC.