NorthStar Realty adjusts exchange ratio for 7.5% exchangeable notes

New York, March 6 - NorthStar Realty Finance Corp. said it has adjusted the exchange ratio for the $172.5 million outstanding 7.5% exchangeable senior notes due 2031 issued by NorthStar Realty Finance LP, the company's operating partnership.

The alteration will also affect the exchange offer currently under way for the notes, according to an 8-K filing with the Securities and Exchange Commission.

Effective March 6, the conversion ratio will be 170.4790 instead of 168.8130. NorthStar was required to recalculate the amount after announcing a cash dividend of $0.25 per share, to be paid on March 14.

The new figure will be used in the exchange offer, NorthStar said in the SEC filing.

As previously announced, the company began an exchange offer on Feb. 28 for the 7.5% exchangeables in which it is offering to swap out the 7.5% exchangeables for newly issued 3% notes.

The exchange offer will end at 11:59 p.m. ET on March 27.

The company previously said it plans to spin off its asset management business through a distribution of NorthStar Asset Management Group Inc. common stock to its stockholders.

The new notes will not reference, and may not be repaid in, shares of NorthStar Asset Management, the company said.

For each $1,000 principal amount, holders who tender their notes for exchange will receive new notes equal to 102% of the product of (1) the conversion ratio of the 7.5% exchangeable notes 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 from March 5 to March 25.

The company said that, regardless of participation in the proposed exchange offer, holders of record of the 7.5% exchangeables on March 1 will receive the interest payment of $37.50 per note on March 17 unless they have exchanged the 7.5% notes.

The company said it will not receive any proceeds as a result of the proposed exchange offer.

The new notes may be called for cash at any time prior to maturity, the press release noted.

At maturity, holders of the new notes will receive, at the company's election, in addition to the interest payment, either cash or shares of the company's common stock.

If the company elects the share option, the number of shares likely will be determined by using 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 maturity.

Deutsche Bank Securities (844 758-6740) is the dealer manager. Global Bondholder Services Corp. (banks and brokers call 212 430-3774; others call 866 924-2200) is the information agent and the exchange agent.

NorthStar is a New York-based real estate investment trust.

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