NorthStar Realty Finance Announces Pricing of Public Offering of Common Stock with a Forward Component

NEW YORK, Sept. 4, 2014 /PRNewswire/ -- NorthStar Realty Finance Corp. NRF (the "Company") announced today that it has priced an underwritten public offering of 45 million shares of common stock, of which 22.5 million shares are subject to the forward sale agreement described below, at a public offering price of $18.40 per share.  The underwriters have been granted a 30-day option to purchase up to 6.75 million additional shares of common stock.

The offering is expected to close on September 9, 2014.

Deutsche Bank Securities, UBS Investment Bank, BofA Merrill Lynch, Barclays, Citigroup, Credit Suisse, J.P. Morgan and Morgan Stanley are acting as the joint book-running managers of the offering. FBR, JMP Securities and MLV & Co. are acting as co-managers of the offering.

In connection with the offering of its common stock, the Company has entered into a forward sale agreement with an affiliate of Deutsche Bank Securities Inc. (the "Forward Purchaser"), under which the Forward Purchaser has agreed to, subject to the satisfaction of certain conditions, borrow and sell to the underwriters a minimum of 22.5 million shares of the Company's common stock. Pursuant to the terms of the forward sale agreement, and subject to the Company's right to elect cash or net share settlement, the Company intends to sell, upon physical settlement of such forward sale agreement, a minimum of 22.5 million shares of its common stock to the Forward Purchaser. In addition, if the underwriters' option is exercised, the number of shares of common stock underlying the forward sale agreement may be increased based on the number of additional shares of common stock borrowed and sold by the Forward Purchaser to the underwriters as a result of the option being exercised. The remaining shares of common stock in the offering will be newly issued by the Company.

Settlement of the forward sale agreement will occur on one or more dates within approximately six months after the date of the prospectus supplement relating to the offering.

The Company intends to use the net proceeds from the sale of the shares of its common stock in this offering and any net proceeds that it receives upon the settlement of the forward sale agreement for general corporate purposes, which may include, among other things:

• funding the equity portion of: (i) the approximate $1.8 billion aggregate purchase price for the acquisition of two portfolios of upscale extended stay and premium branded select service hotels, $700 million of which the Company has under contract and $1.1 billion of which the Company expects to have under contract in the future; and (ii) the approximate $100 million purchase price for the potential acquisition of a Class A office building located outside of London;
• the repurchase or repayment of the Company's liabilities, including: (i) $481 million of the Company's 3.00% Senior Notes due September 30, 2014; and (ii) $200 million outstanding under the Company's credit and guarantee agreement with Deutsche Bank AG, New York Branch, as the Administrative Agent and Collateral Agent and the lenders party thereto; and
• additional potential acquisitions of healthcare, manufactured housing, hotel, net lease, multifamily and office properties, private equity fund interests and loan originations.

A registration statement relating to the offered securities has become effective. The offering is being made only by means of a prospectus supplement and accompanying base prospectus. Copies of the prospectus supplement and the related prospectus for the proposed offering, when available, may be obtained 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; or UBS Securities LLC, Attention: Prospectus Department, 299 Park Avenue, New York, NY 10171 or by calling (888) 827-7275.  

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 company that is organized as a REIT. NorthStar is managed by an affiliate of NorthStar Asset Management Group Inc. (NSAM), a global asset management firm.

Safe-Harbor Statement

This press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "seek," "anticipate," "estimate," "believe," "could," "project," "predict," "hypothetical," "continue," "future" or other similar words or expressions. Forward-looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. Such statements include, but are not limited to: completion of the offering and settlement of the forward sale agreement on the terms described in the registration statement, the prospectus supplement relating to this offering and the accompanying prospectus, if at all, and use of proceeds, if any, from the forward sale agreement; the ability to realize upon attractive investment opportunities; the amount of the Company's common stock that the Forward Purchaser is able to borrow at a cost at or below an applicable threshold and deliver for closing in connection with this offering, including in connection with any exercise by the underwriters of their 30-day option; and the Company's ability to consummate the transactions contemplated by the use of proceeds on the terms anticipated, or at all. All forward-looking statements included in this press release are based upon information available to the Company on the date hereof and the Company is under no duty to update any of the forward-looking statements after the date of this press release to conform these statements to actual results. Factors that could have a material adverse effect on the Company's operations and future prospects are set forth in "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and its other filings with the SEC. The factors set forth in the Risk Factors section and otherwise described in the Company's filings with SEC could cause the Company's actual results to differ significantly from those contained in any forward-looking statement contained in this press release.

SOURCE NorthStar Realty Finance Corp.