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8-K - 8-K - NORTHSTAR REALTY FINANCE CORP.a15-11175_18k.htm

Exhibit 99.1

 

 

NORTHSTAR REALTY FINANCE

ANNOUNCES FIRST QUARTER 2015 RESULTS

 

First Quarter 2015 Highlights

 

·                  Cash available for distribution (“CAD”) of $0.44 per share.

 

·                  First quarter 2015 cash dividend of $0.40 per common share.

 

·                  Announced spin-off of NorthStar Realty’s European commercial real estate business into a separate publicly-traded REIT.

 

·                  Subsequent to the first quarter 2015, NorthStar Realty acquired an approximately €1.1 billion pan-European office portfolio and an approximately €500 million pan-European predominately office portfolio.

 

NEW YORK, NY, May 8, 2015 - NorthStar Realty Finance Corp. (NYSE: NRF) today announced its results for the first quarter ended March 31, 2015.

 

First Quarter 2015 Results

 

NorthStar Realty reported CAD for the first quarter 2015 of $136.5 million, or $0.44 per share. Net (loss) to common stockholders for the first quarter 2015 was $(31.6) million, or $(0.10) per diluted share.

 

For more information and a reconciliation of CAD to net income (loss) to common stockholders, please refer to the tables on the following pages.

 

David T. Hamamoto, chairman and chief executive officer, commented, “NorthStar Realty is off to a strong start in 2015, including completing the acquisition of approximately $2 billion of high quality, pan-European predominantly office properties. The proposed spin-off of our European real estate business into a separate publicly-traded REIT remains on track for completion during the second half of 2015. In addition, we continue to have an active pipeline of diversified CRE investments that are expected to generate durable cash flows and build long-term value for our shareholders.”

 

Mr. Hamamoto added, “Currently, approximately 84% of our investments are comprised of directly and indirectly owned commercial real estate and we were pleased with the recent change of our ‘GICS’ code to an equity REIT, which is another step in the direction of further broadening our institutional shareholder base. We believe NorthStar Realty is exceptionally well positioned for the future and we remain committed to exploring all alternatives for creating shareholder value.”

 

Investments

 

Europe

 

·                  Subsequent to the first quarter 2015, NorthStar Realty acquired an approximately €1.1 billion pan-European office portfolio (the “SEB Portfolio”). The SEB Portfolio is comprised of 11 Class A office properties located across gateway cities in seven of Europe’s top markets: London, U.K.; Paris, France; Hamburg, Germany; Milan, Italy; Brussels, Belgium; Amsterdam and Rotterdam, Netherlands and Gothenburg, Sweden.

 

·                  Subsequent to the first quarter 2015, NorthStar Realty acquired an approximately €500 million pan-European predominately office portfolio (the “Trias Portfolio”) located across eight European countries including the U.K., Germany, France, Belgium, Netherlands, Spain, Portugal and Italy.

 

·                  NorthStar Realty expects to earn an initial weighted average current yield of approximately 8.5% on its approximately €800 million of invested equity in the SEB and Trias Portfolios, including expected incremental financing and other proceeds.

 

Healthcare Real Estate

 

·                  Subsequent to the first quarter 2015, NorthStar Realty entered into an agreement to acquire an $875 million healthcare real estate portfolio consisting of 32 independent living facilities. The agreement is structured as a

 

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joint venture owned 60% by NorthStar Realty and 40% by NorthStar Healthcare Income.  NorthStar Realty expects to earn an initial current yield of approximately 11% on its approximately $150 million of invested equity.

 

Hotel Real Estate

 

·                  NorthStar Realty entered into an agreement to acquire a $170 million hotel portfolio consisting of nine upscale extended stay and premium branded select service hotels containing over 1,000 rooms that are in key New England markets located in New Hampshire and Massachusetts. NorthStar Realty expects to earn an initial current yield of approximately 17% on its approximately $44 million of invested equity.

 

Multi-tenant Office Real Estate

 

·                  During the first quarter 2015, NorthStar Realty acquired an aggregate $95 million portfolio of seven multi-tenant office properties located in Denver, Colorado and Thousand Oaks, California. NorthStar Realty expects to earn an initial current yield of approximately 15% on its $28 million of invested equity.

 

NorthStar Realty Total Assets

 

·                  Assets as of March 31, 2015 totaled approximately $19.3 billion, including assets of deconsolidated CDOs and investments that NorthStar Realty acquired or committed to acquire subsequent to the first quarter 2015.

 

·                  Approximately 84% of the $19.3 billion of total assets are comprised of direct and indirect ownership interests in real estate, or approximately 82% excluding the European real estate assets expected to be contributed to NRE (as discussed below).

 

Supplemental Disclosure

 

·                  Please refer to the supplemental presentation that will be posted on NorthStar Realty’s website, www.nrfc.com, which provides substantial additional details regarding NorthStar Realty’s investments.

 

Liquidity, Financing and Capital Markets Highlights

 

Common Equity

 

·                  During the first quarter 2015, NorthStar Realty issued 7.0 million shares of its common stock through the September 2014 forward sale agreement and received net proceeds of $122 million.

 

·                  In March 2015, NorthStar Realty issued 12.0 million shares of its common stock, at a public offering price of $18.65 per share and received net proceeds of $217 million. In connection with the common offering, NorthStar Realty entered into a new forward sale agreement (the “Forward Sale Agreement”) with an affiliate of Deutsche Bank Securities Inc. (the “Forward Purchaser”), under which the Forward Purchaser sold 57 million shares of NorthStar Realty’s common stock. NorthStar Realty issued 12.3 million shares of its common stock through the Forward Sale Agreement and received net proceeds of $216 million.

 

·                  During the first quarter 2015, NorthStar Realty issued 1.4 million shares of common stock in connection with the exchange of $11.7 million principal amount of 5.375% exchangeable senior notes due 2033.

 

·                  Subsequent to the first quarter 2015, NorthStar Realty issued 12.5 million shares of its common stock under the Forward Sale Agreement and received net proceeds of $221 million. As of May 6, 2015, 32.3 million shares of common stock remain available for issuance through the Forward Sale Agreement for aggregate net proceeds of $569 million.

 

Corporate Related

 

·                  On February 26, 2015, NorthStar Realty announced that its board of directors unanimously approved a plan to spin-off its European real estate business into a newly-formed publicly-traded REIT, NorthStar Realty Europe Corp., or NRE,

 

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expected to be initially listed on the NYSE. Currently, NorthStar Realty has acquired approximately $2 billion of European real estate (excluding European healthcare assets) comprised of 49 properties spanning across some of Europe’s top markets that will be contributed to NRE upon the completion of the proposed European spin-off. An affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM) will manage NRE pursuant to a long-term management agreement substantially consistent with NorthStar Realty’s existing management agreement with NSAM. The proposed spin-off is expected to be completed in the second half of 2015. For further details related to the spin-off, please refer to the Investor Presentation posted on NorthStar Realty’s website, www.nrfc.com.

 

·                  Effective close of business on April 30, 2015, NorthStar Realty Finance’s Global Industry Classification Standard (GICS) code was reclassified from “Mortgage REIT” to “Diversified REIT”.

 

Liquidity as of May 6, 2015

 

 

 

$ in millions

 

 

 

 

 

 

 

Unrestricted cash

 

$

220

 

Remaining proceeds subject to a forward sale agreement

 

569

 

Undrawn corporate revolving credit facility

 

130

 

Undrawn corporate term facility (1)

 

75

 

 

 

 

 

Total potential liquidity

 

$

994

 

 


(1) Amount subject to entering into additional term loans under the terms of the UBS facility.

 

Stockholders’ Equity

 

Common shares, LTIPs and RSUs not subject to performance hurdles, outstanding

 

Amounts in millions

 

 

 

 

 

 

 

Weighted average for Q1’15

 

311.9

 

 

 

 

 

Total outstanding as of March 31, 2015

 

338.4

 

Common shares from forward sale agreement subsequent to 3/31/15

 

12.5

 

 

 

 

 

Total outstanding as of May 6, 2015

 

350.9

 

 

 

 

 

Potential Additional Shares

 

 

 

 

 

 

 

Common shares underlying remaining exchangeable notes

 

2.5

 

Common shares remaining subject to a forward sale agreement

 

32.3

 

Grand total

 

385.7

 

 

Earnings Conference Call

 

NorthStar Realty will host a conference call to discuss first quarter 2015 financial results on May 8, 2015, at 10:00 a.m. Eastern time.  Hosting the call will be David Hamamoto, Chairman and Chief Executive Officer; Albert Tylis, President; Daniel Gilbert, Chief Investment and Operating Officer; and Debra Hess, Chief Financial Officer.

 

The call will be webcast live over the Internet from NorthStar Realty’s website, www.nrfc.com, and will be archived on the Company’s website.  The call can also be accessed live over the phone by dialing 888-349-9582, or for international callers, by dialing 719-325-2341, and using passcode 3088766.

 

A replay of the call will be available two hours after the call through Thursday, May 14, 2015 by dialing 888-203-1112 or, for international callers, 719-457-0820, using pass code 3088766.

 

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About NorthStar Realty Finance Corp.

 

NorthStar Realty Finance Corp. is a diversified commercial real estate company that is organized as a REIT.  NorthStar Realty has announced a plan to spin-off its European real estate business into a separate publicly-traded REIT. NorthStar Realty is managed by an affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM), a global asset management firm. For more information about NorthStar Realty Finance Corp., please visit www.nrfc.com.

 

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NorthStar Realty Finance Corp.

Consolidated Statements of Operations

($ in thousands, except per share and dividends data)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015(1)

 

2014(1)

 

Property and other revenues

 

 

 

 

 

Rental and escalation income

 

$

166,509

 

$

68,169

 

Hotel related income

 

168,727

 

 

Resident fee income

 

63,373

 

 

Other revenue

 

3,482

 

2,740

 

Total property and other revenues

 

402,091

 

70,909

 

Net interest income

 

 

 

 

 

Interest income

 

65,637

 

78,679

 

Interest expense on debt and securities

 

2,200

 

3,283

 

Net interest income on debt and securities

 

63,437

 

75,396

 

Expenses

 

 

 

 

 

Management fee, related party

 

48,231

 

 

Other interest expense

 

113,519

 

39,033

 

Real estate properties — operating expenses

 

205,426

 

21,958

 

Other expenses

 

577

 

746

 

Transaction costs

 

14,718

 

8,110

 

Provision for (reversal of) loan losses, net

 

483

 

1,886

 

General and administrative expenses

 

 

 

 

 

Salaries and related expense

 

3,755

 

3,328

 

Equity-based compensation expense(2)

 

10,830

 

3,905

 

Other general and administrative expenses

 

3,400

 

4,552

 

Total general and administrative expenses

 

17,985

 

11,785

 

Depreciation and amortization

 

109,726

 

27,049

 

Total expenses

 

510,665

 

110,567

 

Other income (loss)

 

 

 

 

 

Unrealized gain (loss) on investments and other

 

(36,031

)

(142,340

)

Realized gain (loss) on investments and other

 

14,924

 

(45,512

)

Gain (loss) from deconsolidation of N-Star CDOs

 

 

3,355

 

Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense)

 

(66,244

)

(148,759

)

Equity in earnings (losses) of unconsolidated ventures

 

53,643

 

33,979

 

Income tax benefit (expense)

 

(1,664

)

(2,187

)

Income (loss) from continuing operations

 

(14,265

)

(116,967

)

Income (loss) from discontinued operations(2)(3)

 

(11

)

(6,139

)

Net income (loss)

 

(14,276

)

(123,106

)

Net (income) loss attributable to non-controlling interests

 

3,733

 

3,736

 

Preferred stock dividends

 

(21,059

)

(15,591

)

Net income (loss) attributable to NorthStar Realty Finance Corp. common stockholders

 

$

(31,602

)

$

(134,961

)

Earnings (loss) per share:

 

 

 

 

 

Income (loss) per share from continuing operations

 

$

(0.10

)

$

(0.80

)

Income (loss) per share from discontinued operations

 

(0.00

)

(0.04

)

Basic

 

$

(0.10

)

$

(0.84

)

Diluted

 

$

(0.10

)

$

(0.84

)

Weighted average number of shares:(4)

 

 

 

 

 

Basic

 

308,536,466

 

160,514,590

 

Diluted

 

309,252,235

 

164,799,318

 

Dividends per share of common stock(4)

 

$

0.40

 

$

0.50

 

 


(1)         The consolidated financial statements for the three months ended March 31, 2015 represent NorthStar Realty’s results of operations subsequent to the spin-off of NorthStar Realty’s historical asset management business. Periods prior to June 30, 2014 present a carve-out of NorthStar Realty’s historical financial information including revenues and expenses allocated to NSAM related to NorthStar Realty’s historical asset management business and reported amounts in discontinued operations. As a result, results of operations for the three months ended March 31, 2015 may not be comparative to NorthStar Realty’s results of operations reported for the prior period presented.

(2)         The three months ended March 31, 2014 includes $5.7 million of equity-based compensation recorded in discontinued operations. There is no equity-based compensation recorded in discontinued operations for the three months ended March 31, 2015.

(3)         For the three months ended March 31, 2014, primarily relates to the operations of NSAM prior to the spin-off on June 30, 2014.

(4)         The three months ended March 31, 2014 is adjusted for the one-for-two reverse stock split completed on June 30, 2014. The dividend per share for the three months ended March 31, 2015 represents the dividend declared subsequent to the spin-off of NSAM.

 

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NorthStar Realty Finance Corp.

Consolidated Balance Sheets

($ in thousands)

 

 

 

March 31, 2015

 

December 31,

 

 

 

(Unaudited)

 

2014

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

405,203

 

$

296,964

 

Restricted cash

 

345,531

 

395,056

 

Operating real estate, net

 

10,265,747

 

10,274,581

 

Real estate debt investments, net

 

996,615

 

1,067,667

 

Investments in private equity funds, at fair value

 

924,942

 

962,038

 

Investments in unconsolidated ventures

 

204,045

 

207,777

 

Real estate securities, available for sale

 

818,225

 

878,514

 

Receivables, net

 

121,348

 

111,358

 

Receivables, related parties

 

2,928

 

3,158

 

Unbilled rent receivable, net

 

24,465

 

16,404

 

Derivative assets, at fair value

 

2,130

 

3,247

 

Deferred costs and intangible assets, net

 

807,591

 

812,583

 

Assets of properties held for sale

 

29,012

 

29,012

 

Other assets

 

796,807

 

267,997

 

Total assets(1)

 

$

15,744,589

 

$

15,326,356

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Mortgage and other notes payable

 

$

8,483,606

 

$

8,535,863

 

CDO bonds payable, at fair value

 

383,110

 

390,068

 

Securitization bonds payable

 

 

41,823

 

Credit facilities

 

910,903

 

732,780

 

Exchangeable senior notes

 

31,515

 

41,762

 

Junior subordinated notes, at fair value

 

217,182

 

215,172

 

Accounts payable and accrued expenses

 

150,847

 

188,330

 

Due to related party

 

43,174

 

47,430

 

Escrow deposits payable

 

44,019

 

67,750

 

Derivative liabilities, at fair value

 

15,740

 

17,915

 

Liabilities of properties held for sale

 

28,962

 

28,962

 

Other liabilities

 

333,218

 

304,845

 

Total liabilities(2)

 

10,642,276

 

10,612,700

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Equity

 

 

 

 

 

NorthStar Realty Finance Corp. Stockholders’ Equity

 

 

 

 

 

Preferred stock, $986,640 aggregate liquidation preference as of March 31, 2015 and December 31, 2014

 

939,118

 

939,118

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 334,356,131 and 301,684,041 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively

 

3,344

 

3,017

 

Additional paid-in capital

 

5,383,431

 

4,827,419

 

Retained earnings (accumulated deficit)

 

(1,586,520

)

(1,422,399

)

Accumulated other comprehensive income (loss)

 

29,234

 

49,540

 

Total NorthStar Realty Finance Corp. stockholders’ equity

 

4,768,607

 

4,396,695

 

Non-controlling interests

 

333,706

 

316,961

 

Total equity

 

5,102,313

 

4,713,656

 

Total liabilities and equity

 

$

15,744,589

 

$

15,326,356

 


(1) Assets of consolidated VIEs included in the total assets above:

 

 

 

 

 

Restricted cash

 

$

4,558

 

$

4,601

 

Operating real estate, net

 

 

7,137

 

Real estate debt investments, net

 

25,027

 

25,325

 

Real estate securities, available for sale

 

452,924

 

463,050

 

Receivables

 

2,162

 

2,304

 

Other assets

 

10,399

 

242

 

Total assets of consolidated VIEs

 

$

495,070

 

$

502,659

 

 

 

 

 

 

 

(2) Liabilities of consolidated VIEs included in the total liabilities above:

 

 

 

 

 

CDO bonds payable, at fair value

 

$

383,110

 

$

390,068

 

Accounts payable and accrued expenses

 

1,355

 

1,761

 

Derivative liabilities, at fair value

 

15,502

 

17,707

 

Other liabilities

 

1,466

 

1,784

 

Total liabilities of consolidated VIEs

 

$

401,433

 

$

411,320

 

 

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Non-GAAP Financial Measure

 

Included in this press release is Cash Available for Distribution, or CAD, a certain “non-GAAP financial measure”, which measures NorthStar Realty’s historical or future financial performance that is different from measures calculated and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, within the meaning of the applicable Securities and Exchange Commission, or SEC, rules.  NorthStar Realty believes this metric can be a useful measure of its performance which is further defined below.

 

Cash Available for Distribution (CAD)

 

We believe that CAD provides investors and management with a meaningful indicator of operating performance. Management also uses CAD, among other measures, to evaluate profitability. We also believe that CAD is useful because it adjusts for a variety of cash (such as transaction costs and cash flow related to N-Star CDO equity interests) and non-cash items (such as depreciation and amortization, equity-based compensation, realized gain (loss) on investments, provision for loan losses, asset impairment; bad debt expense and non-cash interest income and expense items). We adjust for transaction costs because these costs are not a meaningful indicator of our recurring operating performance.  For instance, these transaction costs include costs such as professional fees associated with new investments, which are non-recurring expenses related to specific transactions.  We also adjust for the cash flow related to N-Star CDO equity interests which represents the net interest generated from the N-Star CDO equity interests.  This net interest is a component of our ongoing return on its investment, and therefore, is adjusted in CAD as it provides investors and management with a meaningful indicator of our recurring operating performance.  Furthermore, CAD adjusts N-Star CDO bond discounts to record such investments on an effective yield basis over the expected weighted average life of the investment.  N-Star CDO bond discounts relates to repurchased CDO bonds of consolidated CDO financing transactions at a discount to par. These CDO bonds typically have a low interest rate and the majority of the return is generated from repurchasing the CDO bonds at a discount to expected recovery value.  Because the return generated through the accretion of the discount is a meaningful contributor to our recurring operating performance, such accretion is adjusted in CAD.  The computation for the accretion of the discount under U.S. GAAP and CAD is the same.  However, for CDO financing transactions that are consolidated under U.S. GAAP, the CDO bonds are not presented as an investment but rather are eliminated in our consolidated financial statements. In addition, we adjust for distributions and adjustments to joint venture partners which represent the net return generated from our investments allocated to our non-controlling interests. For our owned hotels, our CAD calculation is equivalent to earnings before interest, taxes, depreciation and amortization (EBITDA), the hotel industry standard metric, which does not make an adjustment for FF&E reserves. CAD may fluctuate from period to period based upon a variety of factors, including, but not limited to, the timing and amount of investments, repayments and asset sales, capital raised, use of leverage, changes in the expected yield of investments and the overall conditions in commercial real estate and the economy generally. Management also believes that quarterly distributions are principally based on operating performance and our board of directors includes CAD as one of several metrics it reviews to determine quarterly distributions to stockholders.

 

We calculate CAD by subtracting from or adding to net income (loss) attributable to common stockholders, non-controlling interests and the following items: depreciation and amortization items including depreciation and amortization, straight-line rental income or expense (excluding amortization of rent free periods), amortization of above/below market leases, amortization of deferred financing costs, amortization of discount on financings and other and equity-based compensation; cash flow related to N-Star CDO equity interests; accretion of consolidated N-Star CDO bond discounts; non-cash net interest income in consolidated N-Star CDOs; unrealized gain (loss) from the change in fair value; realized gain (loss) on investments and other, excluding accelerated amortization related to sales of CDO bonds or other investments; provision for loan losses, net; impairment on depreciable property; bad debt expense; deferred tax benefit (expense); acquisition gains or losses; distributions and adjustments related to joint venture partners; transaction costs; foreign currency gains (losses); impairment on goodwill and other intangible assets; gains (losses) on sales; and one-time events pursuant to changes in U.S. GAAP and certain other non-recurring items.  For example, CAD has been adjusted to exclude non-recurring gain (loss) from deconsolidation of certain N-Star CDOs.  These items, if applicable, include any adjustments for unconsolidated ventures.

 

CAD should not be considered as an alternative to net income (loss), determined in accordance with U.S. GAAP, as an indicator of operating performance.  In addition, our methodology for calculating CAD may differ from the methodologies used by other comparable companies, including other REITs, when calculating the same or similar supplemental financial measures and may not be comparable with these companies.

 

NorthStar Realty urges investors to carefully review the U.S. GAAP financial information included as part of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and quarterly earnings releases.

 

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The following table presents a reconciliation of CAD to net income (loss) attributable to common stockholders for the three months ended March 31, 2015 (dollars in thousands):

 

Reconciliation of Cash Available for Distribution

(Amount in thousands except per share data)

 

 

 

Three Months Ended

 

 

 

March 31, 2015

 

 

 

 

 

Net income (loss) attributable to common stockholders

 

$

(31,602

)

Non-controlling interests

 

(3,733

)

 

 

 

 

Adjustments:

 

 

 

Depreciation and amortization items (1)

 

130,451

 

N-Star CDO bond discounts (2)

 

2,438

 

Non-cash net interest income in consolidated N-Star CDOs

 

(8,343

)

Unrealized (gain) loss from fair value adjustments / Provision for loan losses, net

 

33,467

 

Realized (gain) loss on investments

 

(1,697

)

Distributions / adjustments to joint venture partners

 

(8,453

)

Transaction costs and other (3)

 

23,967

 

 

 

 

 

CAD

 

$

136,495

 

 

 

 

 

CAD per share (4)

 

$

0.44

 

 


(1)         The three months ended March 31, 2015 includes depreciation and amortization of $110.4 million (including $0.7 million related to unconsolidated ventures), straight-line rental income of $(7.9) million, amortization of above/below market leases of $2.7 million, amortization of deferred financing costs of $13.6 million, amortization of discount on financings and other of $0.8 million and amortization of equity based compensation of $10.8 million.

(2)         For CAD, realized discounts on CDO bonds are accreted on an effective yield basis based on expected maturity. For CDOs that were deconsolidated, CDO bond accretion is included in net income attributable to common stockholders from the date of deconsolidation.

(3)         The three months ended March 31, 2015 includes $14.7 million of transaction costs, $8.7 million of cash flow related to N-Star CDO equity interests, $0.8 million of bad debt expense and $(0.3) million of deferred tax benefit.

(4)         CAD per share does not take into account any potential dilution from our outstanding exchangeable notes or restricted stock units subject to performance metrics not currently achieved.

 

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Safe Harbor Statement

 

This press release contains certain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements are generally identifiable by use of forward looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “believe,” “could,” “project,” “predict,” “hypothetical,” “continue,” “future” or other similar words or expressions. Forward looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward looking information. Such statements include, but are not limited to, our ability to complete the spin-off of our European real estate business, which we announced we are exploring on February 26, 2015: the risks relating to the spin-off of our European real estate business (excluding our European healthcare assets) and operating our existing company and our European real estate business as separate companies; our ability to realize the benefits of the European spin-off, including cap rate compression, multiple expansion, the target leverage profile, and lower cost of capital; the growth prospects of our business in the United States, as well as the proposed spin-off of our European real estate business (excluding our European healthcare assets); the resulting effects of becoming an externally managed company, including the payment of substantial fees to our manager, NorthStar Asset Management Group Inc. (NSAM), the allocation of investments by our manager among us and our manager’s other managed companies, and various conflicts of interest in our relationship with NSAM; the performance of our real estate portfolio generally; our ability to maintain dividend payments, at current or anticipated levels, or at all; the diversification of our portfolio; our ability to close on our recent commitments to acquire real estate investments; our liquidity and financial flexibility, including the timing and amount of borrowings under our revolving credit facility and facility agreement; our ability to comply with the required affirmative and negative covenants, including the financial covenants; the anticipated strength and growth of our business; whether we can generate durable cash flows and build long-term value with our pipeline of investment opportunities; NSAM’s ability to source and consummate attractive investment opportunities on our behalf, both domestically and internationally; whether we will realize any potential upside in our limited partnership interests in real estate private equity funds or any appreciation above our original cost basis of our real estate portfolio; the equity and debt mix of our real estate portfolio, including any concentration of European investments; the performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash generated from these investments and available for distribution; our ability to generate attractive risk-adjusted total returns; whether we will produce higher cash available for distribution (CAD) per share in the coming quarters, or ever; the impact of economic conditions on the borrowers of the commercial real estate debt we originate and acquire the commercial mortgage loans underlying the commercial mortgage backed securities in which we invest, as well as on the tenants/operators of our real property that we own; our ability to realize the value of the bonds we have purchased and retained in our CDO financing transactions and other securitized financing transactions and our ability to complete securitized financing transactions on terms that are acceptable to us, or at all; our ability to meet various coverage tests with respect to our CDOs; our dividend yield; the size and timing of offerings or capital raises; the ability to opportunistically participate in commercial real estate refinancings; the ability to capitalize on attractive investment opportunities and enhance shareholder value; any failure in our due diligence to identify all relevant facts in our underwriting process or otherwise; credit rating downgrades; tenant/operator or borrower defaults or bankruptcy; adverse economic conditions and the impact on the commercial real estate industry; our use of leverage; our ability to obtain mortgage financing on our real estate portfolio; the effect of economic conditions on the valuations of our investments; illiquidity of properties in our portfolio; our ability to manage our costs in line with our expectations and the impact on our CAD; environmental compliance costs and liabilities; effect of regulatory actions, litigation and contractual claims against us and our affiliates, including the potential settlement and litigation of such claims; competition for investment opportunities; our ability to comply with domestic and international laws or regulations governing various aspects of our business; regulatory requirements with respect to our business and the related cost of compliance; changes in laws or regulations governing various aspects of our business; competition for qualified personnel, our ability to retain key personnel and potential changes to personnel providing management services to us; the loss of our exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended; failure to maintain effective internal controls; compliance with the rules governing real estate investment trusts; and the factors described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, under the heading “Risk Factors.”

 

The foregoing list of factors is not exhaustive. All forward looking statements included in this press release are based upon information available to us on the date hereof and we are under no duty to update any of the forward looking statements after the date of this report to conform these statements to actual results.

 

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Factors that could have a material adverse effect on our operations and future prospects are set forth in “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The factors set forth in the Risk Factors section and otherwise described in our filings with United States Securities and Exchange Commission could cause our actual results to differ significantly from those contained in any forward looking statement contained in this press release.

 

Contact:

 

Investor Relations

Joe Calabrese

(212) 827-3772

 

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