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NorthStar Realty Finance Announces Notice Date for Security Holders to be Included in Shelf Registration Statement Relating to June 2012 Exchangeable Notes Offering

NEW YORK, Dec. 14, 2012 /PRNewswire/ -- NorthStar Realty Finance Corp. (NYSE: NRF) ("NorthStar") announced today that it expects its shelf registration statement that was initially filed on Form S-3 with the Securities and Exchange Commission (the "SEC") on October 10, 2012 to be declared effective by the SEC on or about January 2, 2013.  The filing of the shelf registration statement was required by the terms of NorthStar's Registration Rights Agreement, dated as of June 12, 2012, with Citigroup Global Markets Inc. and UBS Securities LLC, as Representatives of the Initial Purchasers, relating to NorthStar Realty Finance Limited Partnership's 8.875% Exchangeable Senior Notes due 2032, fully and unconditionally guaranteed by NorthStar and NRFC Sub-REIT Corp.

The shelf registration statement will allow electing holders of the exchangeable notes to effect resales of shares of NorthStar's common stock issuable upon exchange of their exchangeable notes (the "Exchange Shares") under one or more related prospectus supplements NorthStar plans to file upon or after the effectiveness of the shelf registration statement.  The exchangeable notes were initially offered and sold in June 2012 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").  The shelf registration statement does not register the exchangeable notes, and the exchangeable notes may not be offered, sold or otherwise transferred except under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or pursuant to an effective registration statement.  Holders of the exchangeable notes that desire to be named as selling security holders of the Exchange Shares in the prospectus supplement included in the shelf registration statement are required to deliver a completed notice and questionnaire, substantially in the form attached as Annex A to the exchangeable notes offering circular dated as of June 7, 2012, to NorthStar no later than December 24, 2012. The notice and questionnaire should be sent to:

            NorthStar Realty Finance Corp. 
            399 Park Avenue 
            18th Floor 
            New York, NY 10022 
            Attention: General Counsel

NorthStar will receive no proceeds from any issuance of shares of its common stock to the selling stockholders upon exchange of the exchangeable notes or from any sale of Exchange Shares by the selling stockholders.

The shelf registration statement has not yet been declared effective by the SEC.  Accordingly, the securities covered by the registration statement may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy the exchangeable notes or the shares of common stock issuable upon exchange of the exchangeable notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. 

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 "anticipate," "believe," "plan," "hope," "goal," "expect," "future," "intend," "will," "could" and "should," 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; NorthStar 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 NorthStar's expectations include, but are not limited to, changes in economic conditions generally and the real estate and bond markets specifically, legislative or regulatory changes (including changes to the federal income tax laws governing the taxation of real estate investment trusts, or REITs), the timing of the effectiveness of the registration statement, availability of capital, interest rates and interest rate spreads, generally accepted accounting principles and policies and rules applicable to REITs.  Factors that could cause actual results to differ materially from those in the forward-looking statements are specified in NorthStar's Annual Report on Form 10-K for the year ended December 31, 2011, as amended, and its other filings with the SEC.  Such forward-looking statements speak only as of the date of this press release.  NorthStar 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.

About NorthStar Realty Finance Corp.

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

 

SOURCE NorthStar Realty Finance

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