NEW YORK, June 24, 2014 /PRNewswire/ -- NorthStar Realty Finance Corp. (NRF) ("NorthStar Realty") announced today that, in connection with the previously announced spin-off of its asset management business (the "Spin-Off"), its Board of Directors declared a record date and distribution date of June 30, 2014 for the distribution (the "Distribution") of all the outstanding common stock of NorthStar Asset Management Group Inc. ("NSAM") to the holders of NorthStar Realty common stock. In connection with the Distribution, NorthStar Realty is conducting an internal corporate reorganization and a one-for-two reverse stock split of its common stock, pursuant to which NorthStar Realty will merge with and into its subsidiary, NRFC Sub-REIT Corp., and the survivor will be re-named NorthStar Realty Finance Corp, which will be the entity that effects the reverse stock split and the Distribution. In the Distribution, each NorthStar Realty common stockholder will receive shares of NSAM common stock on a one-for-one basis, after giving effect to the one-for-two reverse stock split.
The record date for both the reverse stock split and the Distribution will be after the close of regular New York Stock Exchange trading hours on June 30, 2014 and both transactions will be completed and effective by 11:59 PM, New York City time, on such day. Stockholders that would otherwise own fractional shares of NorthStar Realty's common stock following the reverse stock split will receive cash in lieu of fractional shares.
On July 1, 2014, the first trading day following the Distribution, NSAM common stock will commence trading on the NYSE (NYX) under the ticker symbol "NSAM" and NorthStar Realty's common stock will continue to trade on the NYSE under the ticker symbol "NRF," but will have a new CUSIP number (66704R 704).
The Distribution remains subject to the satisfaction or waiver of a number of conditions described in NSAM's registration statement on Form 10 (the "Form 10"), filed with the Securities and Exchange Commission ("SEC (SCUR)"), as well as subject to the SEC declaring the Form 10 effective, which NSAM expects to occur in the coming days.
Trading Before the Distribution Date
The NYSE has informed NorthStar Realty that, in connection with the Spin-Off, there will be three trading markets expected on Friday, June 27, 2014 and Monday, June 30, 2014:
- In the "regular way" trading market (NYSE: NRF), shares of NorthStar Realty common stock will trade with the right to the NSAM common shares in the Distribution.
- In the "ex-distribution" market (NYSE: NRF WI), shares of NorthStar Realty common stock will trade without the right to receive shares of NSAM in the Distribution and on a post NorthStar Realty reverse stock split basis.
- In the "when-issued" market (NYSE: NSAM WI), the right to the NSAM common shares to be distributed on the Distribution Date and on a post NorthStar Realty reverse stock split basis.
NorthStar Realty stockholders should consult their financial advisors and tax advisors regarding the particular consequences of the Distribution, including, without limitation, the specific implications of selling NorthStar Realty common stock on or prior to the Distribution date and the applicability and effect of any U.S. federal, state, local or foreign tax laws.
This press release does not constitute an offer of any securities for sale. A registration statement relating to NRFC Sub-REIT Corp. shares that will be issued to NorthStar Realty stockholders has been filed with the SEC but has not yet been declared effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. NorthStar Realty stockholders will be mailed a prospectus, when available, relating to the offering of NRFC Sub-REIT Corp. shares, which will be the survivor of the internal corporate reorganization discussed above.
About NorthStar Realty
NorthStar Realty Finance Corp. is a diversified commercial real estate investment and asset management company that is organized as a REIT. Following the Distribution, NSAM will be an independent public company and will provide asset management and related services to NorthStar Realty, sponsored public non-traded companies and any other companies NSAM may manage in the future, both in the United States and internationally. For more information about NorthStar Realty Finance Corp., 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. 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, our ability to complete the reverse stock split of NorthStar Realty common stock and the Distribution, and the timing of effectiveness of the registration statement on Form 10 and the registration statement relating to NRFC Sub-REIT Corp. Factors that could cause actual results to differ materially from those in the forward-looking statements are specified in NSAM's registration statement filed on Form 10 and NorthStar Realty's other filings with the SEC.
Such forward-looking statements speak only as of the date of this press release. NorthStar Realty 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.