Colony Financial, Inc. Announces Pricing of Convertible Senior Notes

Colony Financial, Inc. Announces Pricing of Convertible Senior Notes

LOS ANGELES--(BUSINESS WIRE)-- Colony Financial, Inc. (the "Company") (NYS: 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.

Investor Contact:
Colony Financial, Inc.
Darren Tangen
Chief Operating Officer &
Chief Financial Officer
(310) 552-7230
or
Addo Communications, Inc.
Lasse Glassen
(310) 829-5400
lasseg@addocommunications.com
or
Media Contact:
Owen Blicksilver P.R., Inc.
Caroline Luz
(203) 656-2829
caroline@blicksilverpr.com

KEYWORDS: United States North America California

INDUSTRY KEYWORDS:

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