NorthStar Realty To Buy Griffin-American In $4 Bln Cash, Stock Deal

(RTTNews) - NorthStar Realty Finance Corp. (NRF) Tuesday announced a definitive merger agreement to acquire Griffin-American Healthcare REIT II, Inc. in a stock and cash transaction valued at $4 billion. The deal price includes approximately $600 million of debt.

Subject to the terms and conditions of the merger agreement, Griffin-American stockholders will receive $11.50 per Griffin-American share. This comprises $7.75 per share in cash, and $3.75 per share in NorthStar Realty common stock.

The transaction is expected to be neutral to NorthStar Realty's cash available for distribution.

The Boards of Directors of both companies have unanimously approved the deal.

Griffin-American's portfolio comprises predominantly medical office buildings and senior housing facilities in the United States and the United Kingdom.

The acquisition increases the scale and diversification of NorthStar Realty's assets and increases owned real estate to approximately 75% of the pro forma company.

Completion of the Griffin-American transaction is subject to the approval of NorthStar Realty and Griffin-American shareholders and satisfaction of customary closing conditions. The transaction is expected to close in the fourth quarter of 2014.

Pending the closing of the transaction, the companies expect to pay customary common and preferred stock dividends with any necessary pro-rations through the actual closing date.