Colony Financial, Inc. Announces Pricing of Convertible Senior Notes
Colony Financial, Inc. (the "Company") (NYSE: CLNY) today announced the
pricing of its public offering of $175,000,000 aggregate principal
amount of its 5.00% Convertible Senior Notes due 2023 (the “Notes”) for
total gross proceeds of $175 million. The Company has granted to the
underwriters a 30-day option to purchase up to an additional $25,000,000
aggregate principal amount of the Notes to cover over-allotments, if
any. The Notes will bear interest at a rate equal to 5.00% per year,
payable semiannually in arrears on April 15 and October 15 of each year,
beginning on October 15, 2013. The conversion rate will initially equal
42.3819 shares of common stock per $1,000 principal amount of Notes,
which is equivalent to a conversion price of approximately $23.60 per
share of common stock, representing a 10% conversion premium based on
the closing price of the Company’s common stock of $21.45 per share on
April 4, 2013. The initial conversion rate is subject to adjustment upon
the occurrence of certain events, but will not be adjusted for any
accrued and unpaid interest. The Notes will mature on April 15, 2023.
The offering is expected to close on or about April 10, 2013, subject to
customary closing conditions.
The Company intends to use the net proceeds from the offering to acquire
its target assets in a manner consistent with its investment strategies
and investment guidelines and for working capital and general corporate
purposes.
Goldman, Sachs & Co., BofA Merrill Lynch, Credit Suisse and J.P. Morgan
are acting as the joint book-running managers for this offering.
The offering of the Notes will be made under the Company’s automatically
effective shelf registration statement, which was filed with the
Securities and Exchange Commission. The offering will be made only by
means of a prospectus supplement and prospectus, which have been filed
with the Securities and Exchange Commission. Before you invest, you
should read the applicable prospectus supplement and prospectus for more
complete information about the Company and the offering. You may obtain
these documents free of charge by visiting the SEC website at www.sec.gov.
Alternatively, you may obtain copies by contacting Goldman, Sachs & Co.,
at 200 West Street, New York, NY 10282,Attention: Prospectus Department,
by telephone at 1-866-471-2526 or by emailing prospectus-ny@ny.email.gs.com,
BofA Merrill Lynch, at 222 Broadway, New York, NY 10038, Attention:
Prospectus Department or by emailing dg.prospectus_requests@baml.com,
Credit Suisse Securities (USA) LLC at One Madison Avenue, New York, New
York 10010, Attention: Prospectus Department, by telephone (toll free)
at (800) 221-1037 or by e-mailing newyork.prospectus@credit-suisse.com,
or J.P. Morgan Securities LLC c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, New York 11717 or by telephone at (866)
803-9204.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of any securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Colony Financial, Inc.
Colony Financial, Inc. is a real estate finance and investment company
that is focused on acquiring, originating and managing a diversified
portfolio of real estate-related debt and equity investments, including
single family homes to be rented to tenants, at attractive risk-adjusted
returns. Our investment portfolio and target assets are primarily
composed of interests in: (i) secondary loans acquired at a discount to
par; (ii) new originations; and (iii) equity in single family homes to
be held for investment and rented to tenants. Secondary debt purchases
may include performing, sub-performing or non-performing loans
(including loan-to-own strategies). The Company has elected to be taxed
as a real estate investment trust, or REIT, for U.S. federal income tax
purposes. The Company is a component of the Russell 2000® and the
Russell 3000® indices.
Forward-Looking Statements
This press release may contain forward-looking statements within the
meaning of the federal securities laws. Forward-looking statements
relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts. In some cases, you can
identify forward-looking statements by the use of forward-looking
terminology such as "may," "will," "should," "expects," "intends,"
"plans," "anticipates," "believes," "estimates," "predicts," or
"potential" or the negative of these words and phrases or similar words
or phrases which are predictions of or indicate future events or trends
and which do not relate solely to historical matters. Forward-looking
statements involve known and unknown risks, uncertainties, assumptions
and contingencies, many of which are beyond the Company's control, and
may cause actual results to differ significantly from those expressed in
any forward-looking statement.
All forward-looking statements reflect the Company’s good faith beliefs,
assumptions and expectations, but they are not guarantees of future
performance. Furthermore, the Company disclaims any obligation to
publicly update or revise any forward-looking statement to reflect
changes in underlying assumptions or factors, of new information, data
or methods, future events or other changes. For a further discussion of
these and other factors that could cause the Company’s future results to
differ materially from any forward-looking statements, see the section
entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2012 filed with the Securities and Exchange
Commission on March 11, 2013, as amended by Amendment No. 1 to the
Company’s Annual Report on Form 10-K for the year ended December 31,
2012 filed with the Securities and Exchange Commission on March 12,
2013, and other risks described in documents subsequently filed by the
Company from time to time with the SEC.