NorthStar Realty Finance Announces Pricing of Public Offering of Common Stock

NEW YORK, Dec. 12, 2013 /PRNewswire/ -- NorthStar Realty Finance Corp. NRF (the "Company") announced today that it has priced an underwritten public offering of 50 million shares of common stock at a public offering price of $11.65 per share.  The Company has granted the underwriters a 30-day option to purchase up to 7.5 million additional shares of common stock.

The offering is expected to close on December 17, 2013.

UBS Investment Bank, Deutsche Bank Securities, Barclays, Citigroup and J.P. Morgan are acting as the joint book-running managers of the offering. FBR, JMP Securities, Keefe, Bruyette & Woods, a Stifel Company, Ladenburg Thalmann & Co. Inc. and MLV & Co. are acting as the co-managers of the offering.

The Company intends to use the net proceeds of the offering to:

• fund the cash portion of the purchase price for the acquisition of an approximately $400 million portfolio of manufactured housing communities that it currently has under contract; and
• make other potential investments relating to its business, which may include (i) an approximately $350 million debt and equity investment in a strategic joint venture with a New York tri-state area focused real estate owner and asset manager, (ii) the acquisition of limited partnership interests in real estate private equity funds, (iii) the acquisition of commercial real estate properties and (iv) the origination of commercial real estate loans.

Any remaining net proceeds will be used for general corporate purposes, including the repurchase or repayment of our liabilities.

A registration statement relating to the offered securities has been declared effective by the Securities and Exchange Commission ("SEC"). The offering is being made only by means of a prospectus supplement and accompanying base prospectus. Copies of the final prospectus supplement and the related prospectus for the proposed offering, when available, may be obtained by contacting UBS Securities LLC, Attention: Prospectus Department, 299 Park Avenue, New York, NY 10171 or by calling (888) 827-7275; by contacting Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, by calling (800) 503-4611, or by emailing prospectus.cpdg@db.com; by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling (888) 603-5847, or by emailing Barclaysprospectus@broadridge.com; by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling (800-831-9146); or by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, or by calling 866-803-9204. 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the shares, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About NorthStar Realty Finance Corp.

NorthStar Realty Finance Corp. is a diversified commercial real estate investment and asset management company that is organized as an internally managed REIT.

Safe-Harbor Statement

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words like "expect," "intend" and similar expressions. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; the Company can give no assurance that its expectations will be attained. Forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any forward-looking statements will not materialize or will vary significantly from actual results. Variations of assumptions and results may be material. Factors that could cause actual results to differ materially from the Company's expectations include, but are not limited to, changes in economic conditions generally and the real estate and bond markets specifically, completion of the offering on the terms described in the registration statement, the prospectus supplement relating to this offering and the accompanying prospectus, if at all, the use of proceeds from the sale of the common stock and the Company's ability to complete, on the terms it anticipates, or at all, (i) the plan to spin-off  its asset management business, that it announced on December 10, 2013 that its board of directors approved and which it expects to complete during the second quarter of 2014, (ii) the acquisition of an approximately $400 million portfolio of manufactured housing communities that it currently has under contract, (iii) an approximately $350 million potential debt and equity investment in a strategic joint venture with a New York tri-state area focused real estate owner and asset manager and (iv) the potential acquisition of limited partnership interests in real estate private equity funds, the acquisition of commercial real estate properties and the origination of commercial real estate loans. Factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 and its other filings with the SEC. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

SOURCE NorthStar Realty Finance Corp.