Click here to close now.




















Welcome!

News Feed Item

NorthStar Realty Finance Corp. Announces It Intends to Commence an Exchange Offer for NorthStar Realty Finance Limited Partnership's 7.50% Exchangeable Senior Notes

NEW YORK, Feb. 27, 2014 /PRNewswire/ -- NorthStar Realty Finance Corp. (NYSE: NRF) (the "Company") announced today that it plans to commence an exchange offer for the outstanding 7.50% Exchangeable Senior Notes due 2031 (the "7.50% Exchangeable Notes") of NorthStar Realty Finance Limited Partnership, the Company's operating partnership.

The Company intends to offer holders of the 7.50% Exchangeable Notes the opportunity to exchange the 7.50% Exchangeable Notes for newly issued 3.00% Senior Notes due 2014 of the Company that will mature on September 30, 2014 (the "New Notes").  The New Notes will not reference, and may not be repaid in, shares of common stock of NorthStar Asset Management Group Inc. ("NSAM").  As previously announced, the Company plans to spin-off its asset management business through a distribution of NSAM common stock to its stockholders.

Subject to the anticipated terms and conditions of the proposed exchange offer, holders of the 7.50% Exchange Notes who validly tender and do not validly withdraw their 7.50% Exchange Notes prior to 11:59 p.m. on March 27, 2014, the expected expiration date of the proposed exchange offer, will receive, for each $1,000 principal amount of 7.50% Exchange Notes accepted for exchange, New Notes in a principal amount equal to 102% of the product of (1) the conversion ratio of the 7.50% Exchangeable Notes in effect on the expiration date, multiplied by (2) the arithmetic average of the daily volume-weighted average prices of the Company's common stock on the New York Stock Exchange over a 15 consecutive trading day period beginning on March 5, 2014 and ending on March 25, 2014. 

Regardless of participation in the proposed exchange offer, holders of record of the 7.50% Exchangeable Notes on March 1, 2014 will receive the interest payment of $37.50 per note on March 17, 2014, unless they have previously exchanged the 7.50% Exchangeable Notes in accordance with their terms.  The Company will not receive any proceeds as a result of the proposed exchange offer. 

The New Notes may be redeemed at the Company's option for cash at any time prior to maturity.  At maturity, holders of the New Notes will receive, at the Company's election, in addition to the interest payment, either (1) cash or (2) shares of the Company's common stock.  If the Company elects to deliver shares of its common stock at maturity, the Company anticipates that the number of shares of common stock deliverable will be determined by reference to the daily volume-weighted average prices of the Company's common stock on the New York Stock Exchange during a 20 consecutive trading day period beginning 23 scheduled trading days prior to the anticipated maturity date. 

Deutsche Bank Securities is expected to act as the dealer manager for the proposed exchange offer.  Global Bondholder Services Corporation is expected to act as the information agent and the exchange agent for the proposed exchange offer.

Important Notice
The proposed exchange offer described herein has not yet commenced.  The description contained herein is for informational purposes only and is not an offer to buy or exchange or the solicitation of an offer to sell or exchange any securities.  At the time the exchange offer is commenced, it shall be conducted in accordance with applicable law in the United States, and the Company will file a tender offer statement on Schedule TO and related documents with the Securities and Exchange Commission.  Holders of the 7.50% Exchangeable Notes are strongly advised to carefully read the Company's preliminary prospectus, the related letter of transmittal and the related exchange offer documents to be filed with the Securities and Exchange Commission, as they will contain important information, including the various terms of, and conditions to, the proposed exchange offer.  Once filed, holders of the 7.50% Exchangeable Notes will be able to obtain free copies of these documents and other documents filed by the Company with the Securities and Exchange Commission at the website of the Commission at www.sec.gov.  If commenced, the proposed exchange offer shall be governed in accordance with the applicable laws in the United States.

About NorthStar Realty Finance Corp.
NorthStar Realty Finance Corp. ("NorthStar") is a diversified commercial real estate investment and asset management company that is organized as a REIT. NorthStar recently announced a plan to spin-off its asset management business into a separate public company.  For more information about NorthStar, please visit www.nrfc.com.

Safe-Harbor Statement
Certain items in this press release may constitute forward-looking statements, which can be identified by words like "expect," "will," "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; 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, and the launch and completion of the exchange offer on the terms contemplated, if at all. 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 Securities and Exchange Commission. 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.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
"We specialize in testing. DevOps is all about continuous delivery and accelerating the delivery pipeline and there is no continuous delivery without testing," noted Marc Hornbeek, Sr. Solutions Architect at Spirent Communications, in this SYS-CON.tv interview at @DevOpsSummit, held June 9-11, 2015, at the Javits Center in New York City.
How do you securely enable access to your applications in AWS without exposing any attack surfaces? The answer is usually very complicated because application environments morph over time in response to growing requirements from your employee base, your partners and your customers. In his session at @DevOpsSummit, Haseeb Budhani, CEO and Co-founder of Soha, shared five common approaches that DevOps teams follow to secure access to applications deployed in AWS, Azure, etc., and the friction an...
"Alert Logic is a managed security service provider that basically deploys technologies, but we support those technologies with the people and process behind it," stated Stephen Coty, Chief Security Evangelist at Alert Logic, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Digital Transformation is the ultimate goal of cloud computing and related initiatives. The phrase is certainly not a precise one, and as subject to hand-waving and distortion as any high-falutin' terminology in the world of information technology. Yet it is an excellent choice of words to describe what enterprise IT—and by extension, organizations in general—should be working to achieve. Digital Transformation means: handling all the data types being found and created in the organizat...
The essence of cloud computing is that all consumable IT resources are delivered as services. In his session at 15th Cloud Expo, Yung Chou, Technology Evangelist at Microsoft, demonstrated the concepts and implementations of two important cloud computing deliveries: Infrastructure as a Service (IaaS) and Platform as a Service (PaaS). He discussed from business and technical viewpoints what exactly they are, why we care, how they are different and in what ways, and the strategies for IT to tran...
The Internet of Everything (IoE) brings together people, process, data and things to make networked connections more relevant and valuable than ever before – transforming information into knowledge and knowledge into wisdom. IoE creates new capabilities, richer experiences, and unprecedented opportunities to improve business and government operations, decision making and mission support capabilities.
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
The Internet of Things is not only adding billions of sensors and billions of terabytes to the Internet. It is also forcing a fundamental change in the way we envision Information Technology. For the first time, more data is being created by devices at the edge of the Internet rather than from centralized systems. What does this mean for today's IT professional? In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists addressed this very serious issue of pro...
With SaaS use rampant across organizations, how can IT departments track company data and maintain security? More and more departments are commissioning their own solutions and bypassing IT. A cloud environment is amorphous and powerful, allowing you to set up solutions for all of your user needs: document sharing and collaboration, mobile access, e-mail, even industry-specific applications. In his session at 16th Cloud Expo, Shawn Mills, President and a founder of Green House Data, discussed h...
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
Discussions about cloud computing are evolving into discussions about enterprise IT in general. As enterprises increasingly migrate toward their own unique clouds, new issues such as the use of containers and microservices emerge to keep things interesting. In this Power Panel at 16th Cloud Expo, moderated by Conference Chair Roger Strukhoff, panelists addressed the state of cloud computing today, and what enterprise IT professionals need to know about how the latest topics and trends affect t...
"Our biggest growth area has been the security services, the managed services - the things that differentiate us in the market that there is no client that's too small and there's no client that's too big," explained Paul Mazzucco, Chief Security Officer at TierPoint, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
Containers are changing the security landscape for software development and deployment. As with any security solutions, security approaches that work for developers, operations personnel and security professionals is a requirement. In his session at DevOps Summit, Kevin Gilpin, CTO and Co-Founder of Conjur, will discuss various security considerations for container-based infrastructure and related DevOps workflows.