NorthStar Realty Finance Corp. (NorthStar Realty), sponsor of non-traded REITs, recently announced that its board of directors has declared a record date and distribution date in relation to the spin-off of NorthStar Asset Management Group (NSAM), which was announced back in December 2013.
The record date and distribution date, when all outstanding common stock of NSAM will be distributed to the holders of NorthStar Realty common stock, is June 30, 2013. NorthStar Realty is also conducting an internal reorganization and a one-for-two reverse stock split of its common stock. Afterwards, NorthStar Realty will merge with and into its subsidiary, NRFC Sub-REIT Corp., and the resulting entity will be renamed NorthStar Realty Finance Corp, which will be the company that handles the distribution and the reverse stock split
After giving effect to the one-for-two reverse stock split in the distribution, each NorthStar Realty common stockholder will receive shares of NSAM common stock on a one-for-one basis. The record date for the distribution and for the reverse stock split will be June 30, 2014 after the close of regular New York Stock Exchange trading hours. Both transactions will be completed and effective by 11:59 PM, New York City time, on that day. Stockholders that would normally own fractional shares of NorthStar Realty’s common stock will receive cash instead of fractional shares after the reverse stock split.
On July 1, 2014, the day after the distribution, NSAM common stock will begin trading under the ticker symbol “NSAM” on the NYSE. NorthStar Realty’s commonstock will continue trading under the ticker symbol “NRF” on the NYSE but will have a new CUSIP number (66704R 704).
If trading before the distribution date on Friday, June 27, 2014 and Monday, June 30, 2014 there will be three trading markets on those days, according to the NYSE;
- 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.
After the distribution, NSAM will be an independent public company that will provide asset management, as well as related services, to NorthStar Realty.