By Rebecca Melvin
New York, June 26 – NorthStar Realty Europe Corp., a subsidiary of Northstar Realty Finance Corp., priced $300 million of senior stock-settlable notes with a 4.625% coupon, according to market sources. The notes due December 2016 were re-offered at 99.5.
NorthStar Realty Finance Corp. and NorthStar Realty Finance Ltd. will guarantee the debt.
Pricing of the Rule 144A deal came beyond the cheap end of the 4% to 4.5% coupon talk.
There is a $60 million greenshoe for the issue that was sold by bookrunner Deutsche Bank Securities Inc.
Subject to conditions, including the planned spin-off of NorthStar Realty Europe and listing of its common stock, NorthStar Realty Europe may elect to settle all or part of the notes in NorthStar Realty Europe common stock in lieu of cash, in which case the number of shares delivered per note will be based on a 4% discount of NorthStar Realty Europe’s stock price during an averaging period preceding the maturity date.
The spin-off is expected to occur in the second half of 2015.
The bonds are callable under certain conditions with a make-whole call feature for the present value of flows, including principal and any future interest expense.
Proceeds will be used for general corporate purposes, which may include funding acquisitions, including additional European commercial real estate and other assets, and repayment of NorthStar Realty Finance debt, including amounts outstanding under its corporate revolving credit facility that accrues interest at a per annum rate of Libor plus 350 basis points and is due on Aug. 5, 2017.
New York-based NorthStar is a commercial real estate investment trust.
Issuer: | NorthStar Realty Europe Corp.
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Guarantor: | NorthStar Realty Finance Corp.
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Issue: | Senior stock-settlable notes
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Amount: | $300 million
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Greenshoe: | $60 million
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Maturity: | Dec. 15, 2016
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Bookrunner: | Deutsche Bank Securities Inc.
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Co-managers: | Wells Fargo Securities Inc. and Citigroup Global Markets Inc.
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Coupon: | 4.625%
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Price: | 99.5
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Calls: | Provisionally callable, with make-whole call feature
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Settlement: | Cash or stock of NorthStar Realty Europe (NRE), subject to a 4% discount of stock price during averaging period preceding the maturity date
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Price talk: | 4%-4.5%
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Pricing date: | June 25
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Settlement date: | July 1
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Distribution: | Rule 144A
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Stock symbol: | NYSE: NRF
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Share price: | $16.57 at close June 25
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Market capitalization: | $5.73 billion
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