NEW YORK, Nov. 8, 2016 /PRNewswire/ --
Third Quarter 2016 Highlights
- U.S. GAAP net (loss) to common stockholders of ($100.4) million, or ($0.56) per diluted share and cash available for
distribution ("CAD") of $83.5
million, or $0.46 per
share.
- Third quarter 2016 cash dividend of $0.40 per common share.
- To date total of $6.6 billion
of asset monetizations completed or under contract, generating
$2.5 billion of liquidity
- $2.8 billion of completed
asset monetizations which generated $1.4
billion of liquidity, including $667
million of assets sold and $416
million of liquidity generated in the third quarter
2016
- $3.8 billion of additional
asset sales under contract expected to generate $1.1 billion of liquidity, including:
- Entered into an agreement to sell an approximate
$1.0 billion joint venture interest,
at a valuation of $6.1 billion, in
NorthStar Realty's entire healthcare real estate portfolio to
Taikang Insurance Group. This transaction will generate
approximately $340 million of
liquidity and represents an approximate 6.1% cap rate; and
- Entered into an agreement to sell $838 million of NorthStar Realty's medical office
healthcare portfolio at an approximate 5.6% cap rate. This
transaction is expected to generate approximately $115 million of liquidity.
NorthStar Realty Finance Corp. (NYSE: NRF) ("NorthStar Realty")
today announced its results for the third quarter ended
September 30, 2016.
Third Quarter 2016 Results
NorthStar Realty reported U.S. GAAP net (loss) to common
stockholders for the third quarter 2016 of ($100.4) million, or ($0.56) per diluted share. NorthStar Realty
reported CAD for the third quarter 2016 of $83.5 million, or $0.46 per 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,
commented, "We continue to make great progress on our proposed
tri-party merger with NSAM and Colony Capital. We are working
diligently toward its successful completion in January 2017 and on integration plans to achieve
substantial merger synergies. More than ever, we are confident the
combination of these great companies, as an internally managed
REIT, will result in a world-class real estate and investment
management platform."
Jonathan A. Langer, Chief
Executive Officer, commented, "In addition to our efforts in
completing the tri-party merger, we have continued to remain
focused on asset monetization opportunities. In particular, we are
extremely pleased to partner with Taikang Insurance Group, one of
China's leading insurance
companies, in our overall healthcare real estate portfolio. Taikang
shares our vision regarding the long-term value proposition
represented by investing in a diversified U.S. healthcare real
estate portfolio and we look forward to a fruitful relationship
with them. When also factoring in the liquidity from the medical
office building portfolio sale, we have again dramatically enhanced
an already attractive liquidity profile which provides for
significant financial flexibility and future earnings potential. As
powerful as this liquidity position is, our currently un-invested
cash of over $1 billion has resulted
in a significant drag on this quarter's earnings. Additionally,
while the majority of our owned real estate again exhibited solid
performance in the third quarter, our hotels continued to be
impacted by displacement of room revenue resulting from planned
renovations and sluggish hospitality market conditions."
Proposed Merger - Colony NorthStar, Inc. ("Colony
NorthStar")
On June 2, 2016, NorthStar Realty,
NorthStar Asset Management Group Inc. and Colony Capital, Inc.
entered into a definitive agreement to create a world-class,
internally-managed, diversified real estate and investment
management platform. For additional information regarding the
proposed merger, please refer to the registration statement on Form
S-4 filed by Colony NorthStar, Inc. with the Securities and
Exchange Commission on July 29, 2016,
as may be amended from time to time, and the investor presentation
related to the proposed merger, which can be found on NorthStar
Realty's, NSAM's and Colony Capital's respective websites. The
transaction is expected to close in January
2017, subject to customary closing conditions, including
shareholder and regulatory approvals.
Portfolio Results and Performance Metrics
Below are portfolio results and performance metrics for the
third quarter 2016. Same-store results are presented for direct
real estate properties that NorthStar Realty owned during the full
quarter ended September 30, 2015 and
full quarter ended September 30,
2016. For private equity fund investments and financial
investments such as loans, securities and CDO equity, information
presented represents third quarter 2016 results compared to second
quarter 2016 results. For more information and a reconciliation of
net operating income ("NOI") to property and other related revenues
net of property operating expenses, please refer to the tables on
the following pages.
Healthcare Real
Estate
- For the third quarter 2016, combined healthcare portfolio NOI
was $91.6 million.
- For portfolios owned during the full quarters ended
September 30, 2015 and 2016, combined
healthcare portfolio NOI was $91.6
million for the third quarter 2016 and excluding foreign
currency exchange rate fluctuations related to properties located
in the United Kingdom, NOI would
have been $93.0 million, compared to
combined healthcare portfolio NOI of $90.1
million for the third quarter 2015.
Medical Office
Buildings
- For the third quarter 2016, NOI was $25.8 million, remaining lease term was 6.6 years
and occupancy was 89.4%.
- For portfolios owned during the full quarters ended
September 30, 2015 and 2016, NOI was
$25.8 million, remaining lease term
was 6.6 years and occupancy was 89.4% for the third quarter 2016,
compared to NOI of $25.6 million,
remaining lease term of 6.7 years and occupancy of 91.0% for the
third quarter 2015.
Senior Housing –
Operating
- For the third quarter 2016, NOI was $18.0 million and occupancy was 88.4%.
- For portfolios owned during the full quarters ended
September 30, 2015 and 2016 and
adjusted to include NOI from a portfolio which transitioned from
triple net lease to operating during 2015, NOI was $18.0 million and occupancy was 88.4% for the
third quarter 2016, compared to NOI of $16.9
million and occupancy of 88.7% for the third quarter
2015.
Senior Housing – Triple Net
Lease
- For the third quarter 2016, NOI was $14.1 million, remaining lease term was 11.9
years and lease (EBITDAR) coverage was 1.7x.
- For portfolios owned during the full quarters ended
September 30, 2015 and 2016 and
adjusted to exclude NOI from a portfolio which transitioned from
triple net lease to operating during 2015, NOI was $14.1 million and excluding foreign currency
exchange rate fluctuations related to properties located in the
United Kingdom NOI, would have been $15.5
million, remaining lease term was 11.9 years and lease
(EBITDAR) coverage was 1.7x for the third quarter 2016, compared to
NOI of $14.9 million, remaining lease
term of 11.4 years and lease (EBITDAR) coverage was 1.5x for the
third quarter 2015.
Skilled Nursing
Facilities
- For the third quarter 2016, NOI was $28.7 million, remaining lease term was 8.0 years
and lease (EBITDAR) coverage was 1.5x.
- For portfolios owned during the full quarters ended
September 30, 2015 and 2016, NOI was
$28.7 million, remaining lease term
was 8.0 years and lease (EBITDAR) coverage was 1.5x for the third
quarter 2016, compared to NOI of $27.8
million, remaining lease term of 9.0 years and lease
(EBITDAR) coverage was 1.4x for the third quarter 2015.
Hospitals
- For the third quarter 2016, NOI was $5.0
million, remaining lease term was 12.2 years and lease
(EBITDAR) coverage was 3.5x, compared to NOI of $4.9 million, remaining lease term of 13.2 years
and lease (EBITDAR) coverage was 2.6x for the third quarter
2015.
Hotels
- For the third quarter 2016, EBITDA was $80.1 million, RevPAR was $100.7, WA occupancy was 78.0% and EBITDA margin
was 36.3%.
- For portfolios owned during the full quarters ended
September 30, 2015 and 2016, EBITDA
was $78.4 million, RevPAR was
$101.1, WA occupancy was 77.7% and
EBITDA margin was 37.0% for the third quarter 2016, compared to
EBITDA of $82.7 million, RevPAR of
$102.7, WA occupancy of 79.7% and
EBITDA margin of 38.0% for the third quarter 2015.
- For portfolios owned during the full quarters ended
September 30, 2015 and 2016 and
excluding hotels which were under renovation during the third
quarter 2016, EBITDA was $69.6
million, RevPAR was $102.4, WA
occupancy was 78.8% and EBITDA margin was 37.2% for the third
quarter 2016, compared to EBITDA of $71.5
million, RevPAR of $102.2, WA
occupancy of 79.6% and EBITDA margin of 38.1% for the third quarter
2015.
Manufactured Housing
Communities
- For the third quarter 2016, NOI was $32.5 million, WA monthly rent was $500.3 and economic occupancy was 85.2%.
- For portfolios owned during the full quarters ended
September 30, 2015 and 2016, NOI was
$30.1 million, WA monthly rent was
$507.0 and economic occupancy was
85.7% for third quarter 2016, compared to NOI of $25.6 million, WA monthly rent of $488.4 and economic occupancy of 85.3% for the
third quarter 2015.
Net Lease Real
Estate
- For the third quarter 2016, NOI was $11.2 million, remaining lease term was 5.2
years and occupancy was 93.0%.
- For portfolios owned during the full quarters ended
September 30, 2015 and 2016, NOI was
$5.7 million, remaining lease term
was 5.2 years and occupancy was 93.0% for the third quarter 2016,
compared to NOI of $6.1 million,
remaining lease term of 4.7 years and occupancy of 96.4% for the
third quarter 2015.
- Excluding rent concessions provided to two tenants that renewed
their leases during 2016, third quarter 2016 NOI would have been
$6.4 million for portfolios owned
during the full quarters ended September 30,
2015 and 2016.
Multifamily Real
Estate
- For the third quarter 2016, NOI was $4.4
million, occupancy was 94.3%, WA monthly rent was
$830.5 and NOI margin was 52.7%.
- For portfolios owned during the full quarters ended
September 30, 2015 and 2016, NOI was
$4.4 million, occupancy was 94.5%, WA
monthly rent was $826.0 and NOI
margin was 53.0% for the third quarter 2016, compared to NOI of
$4.1 million, occupancy of 92.0%, WA
monthly rent of $792.2 and NOI margin
of 50.8% for the third quarter 2015.
- Excluding the 5 multifamily properties NorthStar Realty has
definitive agreements to sell as of September 30, 2016, NOI was $1.6 million for the third quarter 2016.
Multi-tenant Office Real
Estate
- For the third quarter 2016, NOI was $2.9
million, remaining lease term was 2.4 years, occupancy was
85.1% and NOI margin was 55.0%, compared to NOI of $2.8 million, remaining lease term of 3.1 years,
occupancy of 88.9% and NOI margin of 54.2% for the third quarter
2015.
Interest in Private Equity
Funds
- For the third quarter 2016, aggregate gross distributions were
$53.7 million, of which $18.0 million was income earned and aggregate
contributions totaled $1.4 million.
As of September 30, 2016, aggregate
portfolio net carrying value was $481.7
million with a yield of 12.3%. For the second quarter 2016,
aggregate gross distributions were $50.7
million, of which $23.7
million was income earned and aggregate contributions
totaled $1.6 million. As of
June 30, 2016, aggregate portfolio
net carrying value was $512.9 million
with a yield of 14.2%.
Balance Sheet
Loans
- For the third quarter 2016, aggregate portfolio income was
$4.9 million. During the third
quarter 2016, asset sales and repayments totaled $2.8 million. As of September 30, 2016, aggregate portfolio carrying
value was $199.3 million with a yield
on equity of 9.4%. For the second quarter 2016, aggregate portfolio
income was $11.3 million. During the
second quarter 2016, asset sales and repayments totaled
$116.0 million net of $25.2 million of financing. As of June 30, 2016, aggregate portfolio carrying value
was $205.2 million with a yield on
equity of 9.8%.
N-Star CDO Bonds and Other
Securities
- For the third quarter 2016, aggregate portfolio income earned
was $15.6 million, which includes
$3.5 million related to repurchased
CDO bonds that are eliminated in consolidation. As of September 30, 2016, the principal amount of the
portfolio, excluding repurchased CDO bonds that are eliminated in
consolidation, was $430.1 million
with an amortized cost of $221.0
million and a yield of 20.7%. As of September 30, 2016, the principal amount of
repurchased CDO bonds that are eliminated in consolidation was
$139.8 million. For the second
quarter 2016, aggregate portfolio income earned was $16.9 million, which includes $5.9 million related to repurchased CDO bonds
that are eliminated in consolidation. As of June 30, 2016, the principal amount of the
portfolio, excluding repurchased CDO bonds that are eliminated in
consolidation, was $434.5 million
with an amortized cost of $213.9
million and a yield of 20.7%. As of June 30, 2016, the principal amount of
repurchased CDO bonds that are eliminated in consolidation was
$139.7 million.
CDO Equity and Other
Income
- For the third quarter 2016, aggregate CDO equity distributions
and other income was $16.8 million.
For the second quarter 2016, aggregate CDO equity distributions and
other income was $13.9 million.
Asset Divestitures
Commercial Real Estate
Completed
third quarter 2016 and fourth quarter to date 2016
- During the third quarter 2016, NorthStar Realty sold its
interests in a $405 million net lease
industrial real estate portfolio which resulted in NorthStar Realty
receiving net proceeds of approximately $170
million. NorthStar Realty generated an IRR of approximately
13.8% on its invested equity.
- During the third quarter 2016, NorthStar Realty sold one
multifamily property for $23 million
which resulted in NorthStar Realty receiving net proceeds of
approximately $8 million. NorthStar
Realty generated an IRR of approximately 21.4% on its invested
equity.
- Subsequent to the third quarter 2016, NorthStar Realty sold
five multifamily properties for $158
million which resulted in NorthStar Realty receiving net
proceeds of approximately $43
million. NorthStar Realty generated an IRR of approximately
14.3% on its invested equity.
Under
Contract
- NorthStar Realty has entered into a definitive agreement to
sell its manufactured housing communities for $2.0 billion which will result in net proceeds of
approximately $615 million. NorthStar
Realty expects to generate an IRR of approximately 20.3% on its
invested equity. We expect this transaction to close in the first
quarter 2017; however, there is no assurance this transaction will
close on the terms anticipated, if at all.
- NorthStar Realty has entered into a definitive agreement to
sell a subset of its MOB portfolio for $838
million, at an approximate 5.6% cap rate, which will result
in net proceeds of approximately $115
million. We expect this transaction to close in the fourth
quarter 2016; however, there is no assurance this transaction will
close on the terms anticipated, if at all.
- NorthStar Realty has entered into a definitive agreement,
subject to certain regulatory and financing approvals, to sell a
joint venture interest in its healthcare real estate portfolio for
approximately $1.0 billion, at a
total valuation of $6.1 billion and
representing an approximate 6.1% cap rate, which will result
in net proceeds of approximately $340
million. We expect this transaction to close in the first
quarter 2017; however, there is no assurance this transaction will
close on the terms anticipated, if at all.
Real Estate Private Equity
- During the third quarter 2016, NorthStar Realty sold its
interests in 41 real estate private equity funds for $239 million of net proceeds, of which NorthStar
Realty has received $34 million and
will receive the remaining net proceeds in the fourth quarter 2016.
The sale relieved NorthStar Realty of $45
million in future funding obligations.
NorthStar Realty Total Assets
- Assets as of September 30, 2016
totaled approximately $18.9 billion
or pro forma for asset monetization initiatives as of November 4, 2016, assets are approximately
$16.1 billion.
- Approximately 90% of the $16.1
billion of total assets are comprised of direct and indirect
ownership interests in real estate.
Supplemental Disclosure
- Please refer to the supplemental presentation that was 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
|
Liquidity as of
November 4, 2016
|
|
|
|
$ in
millions
|
|
|
|
|
|
|
Unrestricted
cash(1)
|
|
$
1,067
|
|
Undrawn corporate
revolving credit facility
|
|
250
|
|
Expected asset
monetizations (in-contract)(2)
|
|
1,070
|
|
|
|
|
Expected
liquidity
|
|
$
2,387
|
|
|
|
|
(1) Includes $205
million of deferred proceeds expected to be received in the fourth
quarter 2016 related to a portfolio of real estate
|
|
PE fund interests sold in
the third quarter 2016.
|
|
|
|
(2) Includes expected
asset monetization net proceeds: $615 million from manufactured
housing communities, $115 million from
|
|
the sale of healthcare MOB
assets and $340 million from an interest in NorthStar Realty's
healthcare real estate portfolio.
|
|
|
|
|
|
|
|
|
|
|
Common shares,
LTIPs and RSUs not subject to performance hurdles,
outstanding
|
|
|
|
Amounts in
millions
|
|
|
|
|
|
|
Weighted average
for Q3'16
|
|
183.2
|
|
|
|
|
Total outstanding
as of November 4, 2016
|
|
183.2
|
|
|
|
|
Potential Additional
Shares
|
|
|
|
Common shares
underlying remaining exchangeable notes
|
|
1.2
|
|
Grand
total
|
|
184.4
|
Earnings Conference Call
NorthStar Realty will host a conference call to discuss third
quarter 2016 financial results on November
8, 2016, at 9:00 a.m. Eastern
time. Hosting the call will be Jonathan A. Langer, Chief Executive Officer and
Debra A. Hess, Chief Financial
Officer, as well as Executives of NorthStar Asset Management Group,
David T. Hamamoto, Executive
Chairman, Al Tylis, Chief Executive
Officer and Daniel R. Gilbert, Chief
Investment and Operating Officer.
The call will be webcast live over the Internet from NorthStar
Realty's website, www.nrfc.com, and will be archived on the
Company's website. The call can also be accessed live over
the phone by dialing 800-533-9703, or for international callers, by
dialing 785-830-1926, and using passcode 1279939.
A replay of the call will be available two hours after the call
through November 14, 2016 by dialing
888-203-1112 or, for international callers, 719-457-0820, using
pass code 1279939.
About NorthStar Realty Finance Corp.
NorthStar Realty Finance Corp. is a diversified commercial real
estate company that is organized as a REIT and is managed by an
affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM), a
global asset management firm. For more information about NorthStar
Realty Finance Corp., please visit www.nrfc.com.
|
NorthStar Realty
Finance Corp.
|
|
|
|
|
|
|
Consolidated
Statements of Operations
|
|
|
|
|
|
|
($ in thousands,
except per share and dividends data)
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
2016(1)
|
|
2015(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and other
revenues
|
|
|
|
|
|
|
Rental and escalation
income
|
|
|
$
165,060
|
|
$
194,518
|
|
Hotel related
income
|
|
|
220,578
|
|
219,427
|
|
Resident fee
income
|
|
|
72,988
|
|
70,257
|
|
Other
revenue
|
|
|
5,038
|
|
2,501
|
|
Total property and
other revenues
|
|
|
463,664
|
|
486,703
|
|
Net interest
income
|
|
|
|
|
|
|
Interest
income
|
|
|
34,669
|
|
60,840
|
|
Interest expense on
debt and securities
|
|
|
1,614
|
|
1,289
|
|
Net interest income
on debt and securities
|
|
|
33,055
|
|
59,551
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
Management fee,
related party
|
|
|
46,771
|
|
51,285
|
|
Interest
expense—mortgage and corporate borrowings
|
|
|
114,296
|
|
127,111
|
|
Real estate
properties – operating expenses
|
|
|
236,992
|
|
248,983
|
|
Other
expenses
|
|
|
6,472
|
|
7,495
|
|
Transaction
costs
|
|
|
3,599
|
|
2,633
|
|
Impairment
losses
|
|
|
70,433
|
|
-
|
|
Provision for
(reversal of) loan losses, net
|
|
|
1,892
|
|
53
|
|
General and
administrative expenses
|
|
|
|
|
|
|
Compensation expense
(2)
|
|
|
7,528
|
|
7,794
|
|
Other general and
administrative expenses
|
|
|
3,585
|
|
4,885
|
|
Total general and
administrative expenses
|
|
|
11,113
|
|
12,679
|
|
Depreciation and
amortization
|
|
|
84,726
|
|
118,826
|
|
Total
expenses
|
|
|
576,294
|
|
569,065
|
|
Other income
(loss)
|
|
|
|
|
|
|
Unrealized gain
(loss) on investments and other
|
|
|
(26,648)
|
|
(132,251)
|
|
Realized gain (loss)
on investments and other
|
|
|
939
|
|
614
|
|
Income (loss)
before equity in earnings (losses) of unconsolidated ventures and
income tax benefit
(expense)
|
|
|
(105,284)
|
|
(154,448)
|
|
Equity in earnings
(losses) of unconsolidated ventures
|
|
|
26,054
|
|
60,359
|
|
Income tax benefit
(expense)
|
|
|
(3,567)
|
|
2,142
|
|
Income (loss) from
continuing operations
|
|
|
(82,797)
|
|
(91,947)
|
|
Income (loss) from
discontinued operations
|
|
|
-
|
|
(16,581)
|
|
Net income
(loss)
|
|
|
(82,797)
|
|
(108,528)
|
|
Net (income) loss
attributable to non-controlling interests
|
|
|
3,506
|
|
3,477
|
|
Preferred stock
dividends
|
|
|
(21,060)
|
|
(21,060)
|
|
Net income (loss)
attributable to NorthStar Realty Finance Corp. common
stockholders
|
|
|
$
(100,351)
|
|
$
(126,111)
|
|
|
|
|
|
|
|
Earnings (loss)
per share:(3)
|
|
|
|
|
|
|
Income (loss) per
share from continuing operations
|
|
|
$
(0.56)
|
|
$
(0.60)
|
|
Income (loss) per
share from discontinued operations
|
|
|
-
|
|
(0.09)
|
|
Basic
|
|
|
$
(0.56)
|
|
$
(0.69)
|
|
Diluted
|
|
|
$
(0.56)
|
|
$
(0.69)
|
|
|
|
|
|
|
|
Weighted average
number of shares:(3)
|
|
|
|
|
|
|
Basic
|
|
|
179,890,187
|
|
182,343,301
|
|
Diluted
|
|
|
181,746,499
|
|
184,187,524
|
|
|
|
|
|
|
|
Dividends per
share of common stock(3)
|
|
|
$
0.40
|
|
$
0.75
|
|
|
(1)
|
The consolidated
financial statements for the three months ended September 30, 2016
represent the Company's results of operations following the NRE
Spin-off on October 31, 2015. The three months ended
September 30, 2015 include a carve-out of revenues and expenses
attributable to NorthStar Europe recorded in discontinued
operations.
|
|
(2)
|
The three months
ended September 30, 2016 and 2015 includes $5.9 million and $6.2
million of equity-based compensation expense,
respectively.
|
|
(3)
|
Adjusted for the
one-for-two reverse stock split completed on November 1,
2015.
|
|
NorthStar Realty
Finance Corp.
|
|
|
|
|
|
Consolidated
Balance Sheets
|
|
|
|
|
|
($ in thousands,
except per share data)
|
|
|
|
|
|
|
September
30,
|
|
December
31,
|
|
|
2016
(Unaudited)
|
|
2015
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
725,360
|
|
$
224,101
|
|
Restricted
cash
|
|
180,068
|
|
299,288
|
|
Operating real
estate, net
|
|
7,371,996
|
|
8,702,259
|
|
Real estate debt
investments, net
|
|
348,539
|
|
501,474
|
|
Real estate debt
investments, held for sale
|
|
-
|
|
224,677
|
|
Investments in
private equity funds, at fair value
|
|
484,876
|
|
1,101,650
|
|
Investments in
unconsolidated ventures
|
|
161,744
|
|
155,737
|
|
Real estate
securities, available for sale
|
|
526,966
|
|
702,110
|
|
Receivables,
net
|
|
264,961
|
|
66,197
|
|
Receivables, related
parties
|
|
1,888
|
|
2,850
|
|
Intangible assets,
net
|
|
343,717
|
|
527,277
|
|
Assets of properties
held for sale
|
|
2,653,959
|
|
2,742,635
|
|
Other
assets
|
|
300,815
|
|
154,146
|
|
Total
assets
|
|
$
13,364,889
|
|
$
15,404,401
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Mortgage and other
notes payable
|
|
$
6,922,027
|
|
$
7,164,576
|
|
Credit facilities and
term borrowings
|
|
420,409
|
|
654,060
|
|
CDO bonds payable, at
fair value
|
|
257,877
|
|
307,601
|
|
Exchangeable senior
notes
|
|
27,356
|
|
29,038
|
|
Junior subordinated
notes, at fair value
|
|
191,175
|
|
183,893
|
|
Accounts payable and
accrued expenses
|
|
132,016
|
|
170,120
|
|
Due to related
party
|
|
46,939
|
|
50,903
|
|
Derivative
liabilities, at fair value
|
|
302,316
|
|
103,293
|
|
Intangible
liabilities, net
|
|
113,967
|
|
149,642
|
|
Liabilities of
properties held for sale
|
|
1,502,659
|
|
2,209,689
|
|
Other
liabilities
|
|
73,126
|
|
165,856
|
|
Total
liabilities
|
|
9,989,867
|
|
11,188,671
|
|
|
|
|
|
|
Commitments and
contingencies
|
|
|
|
|
|
Equity
|
|
|
|
|
|
NorthStar Realty
Finance Corp. Stockholders' Equity
|
|
|
|
|
|
Preferred stock,
$986,640 aggregate liquidation preference as of September 30, 2016
and December 31, 2015
|
|
939,118
|
|
939,118
|
|
Common stock, $0.01
par value, 500,000,000 shares authorized, 180,729,894 and
183,239,708
|
|
|
|
|
|
shares issued and
outstanding as of September 30, 2016 and December 31, 2015,
respectively
|
|
1,807
|
|
1,832
|
|
Additional paid-in
capital
|
|
5,116,100
|
|
5,149,349
|
|
Retained earnings
(accumulated deficit)
|
|
(2,891,153)
|
|
(2,309,564)
|
|
Accumulated other
comprehensive income (loss)
|
|
(63,709)
|
|
18,485
|
|
Total NorthStar Realty
Finance Corp. stockholders' equity
|
|
3,102,163
|
|
3,799,220
|
|
Non-controlling
interests
|
|
272,859
|
|
416,510
|
|
Total
equity
|
|
3,375,022
|
|
4,215,730
|
|
Total liabilities
and equity
|
|
$
13,364,889
|
|
$
15,404,401
|
Non-GAAP Financial Measures
We use CAD and NOI, each a non-GAAP measure, to evaluate our
profitability.
Cash Available for Distribution
We believe that CAD provides investors and management with a
meaningful indicator of operating performance. We also
believe that CAD is useful because it adjusts for a variety of
items that are consistent with presenting a measure of operating
performance (such as transaction costs, N-Star CDO equity
interests, depreciation and amortization, equity-based
compensation, realized gain (loss) on investments, provision for
loan losses, asset impairment, non-recurring bad debt expense and
certain interest income and expense items). We adjust for
transaction costs because these costs are not a meaningful
indicator of our operating performance. For instance, these
transaction costs include costs such as professional fees
associated with new investments or restructuring of investments,
which are expenses related to specific transactions. We
adjust for N-Star CDO equity interests to represent the net
economic interest generated from the N-Star CDO equity interests.
This adjustment is a component of our ongoing return on such
investments, and therefore, is adjusted in CAD as it provides
investors and management with a meaningful indicator of our
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 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 does not make an adjustment
for furniture, fixtures and equipment (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 straight-line rental income or expense,
amortization of above/below market leases, amortization of deferred
financing costs, amortization of discount on financings and other
and equity-based compensation; net economic interest generated from
N-Star CDO equity interests; accretion of consolidated N-Star CDO
bond discounts; 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; non-recurring
bad debt 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; and one-time events pursuant to changes in U.S.
GAAP and certain other non-recurring items.
CAD should not be considered as an alternative to net income
(loss) attributable to common stockholders, determined in
accordance with U.S. GAAP, as an indicator of operating
performance. In addition, our methodology for calculating CAD
involves subjective judgment and discretion and 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.
The following table presents a reconciliation of CAD to net
income (loss) attributable to common stockholders for the three
months ended September 30, 2016
(dollars in thousands):
|
Reconciliation of
Cash Available for Distribution
|
|
|
|
(Amount in
thousands except per share data)
|
|
|
|
|
Three Months
Ended
|
|
|
September 30,
2016
|
|
|
|
|
Net income (loss)
attributable to common stockholders
|
|
$
(100,351)
|
|
Non-controlling
interests
|
|
(3,506)
|
|
|
|
|
Adjustments:
|
|
|
|
Depreciation and
amortization items (1)
|
|
97,904
|
|
N-Star CDO bond
discounts (2)
|
|
3,516
|
|
Net interest income
in consolidated N-Star CDOs
|
|
(9,644)
|
|
Unrealized (gain)
loss from fair value adjustments / Provision for
(reversal of) loan losses, net
|
|
26,549
|
|
Realized (gain) loss
on investments (3)
|
|
2,170
|
|
Distributions /
adjustments to joint venture partners
|
|
(9,714)
|
|
Transaction costs and
other (4)
|
|
76,569
|
|
|
|
|
CAD
|
|
$
83,493
|
|
|
|
|
CAD per
share(5)
|
|
$
0.46
|
|
|
|
(1)
|
Represents an
adjustment to exclude depreciation and amortization of $84.9
million (including $0.2 million related to unconsolidated
ventures), straight-line rental income of $(7.6) million,
amortization of above/below market leases of $1.5 million,
amortization of deferred financing costs of $12.7 million,
amortization of discount on financings and other of $0.5 million
and amortization of equity-based compensation of $5.9
million.
|
|
(2)
|
For CAD, discounts
expected to be realized on N-Star CDO bonds for consolidated CDOs
are accreted on an effective yield basis based on expected
maturity. For deconsolidated N-Star CDOs, N-Star CDO bond
accretion is already included in net income attributable to common
stockholders.
|
|
(3)
|
Represents an
adjustment to exclude a $4.4 million net gain related to the sale
of real estate investments, a $(0.4) million loss related to the
foreclosure of real estate, $(5.4) million non-cash loss related to
securities in our consolidated CDOs, $(1.3) million loss related to
the sale of manufactured homes, $0.5 million of other real estate
gains and includes a $3.1 million gain related to acceleration of
discount and fees.
|
|
(4)
|
Represents an
adjustment to exclude $70.4 million of impairment, $3.6 million of
transaction costs and include $2.5 million related to N-Star CDO
equity interests.
|
|
(5)
|
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.
|
Net Operating Income (NOI)
We believe NOI is a useful metric of the operating performance
of our real estate portfolio in the aggregate. Portfolio
results and performance metrics represent 100% for all consolidated
investments and represent our ownership percentage for
unconsolidated joint ventures. Net operating income
represents total property and related revenues, adjusted for: (i)
amortization of above/below market rent; (ii) straight line rent;
(iii) other items such as adjustments related to joint ventures and
non-recurring bad debt expense; and (iv) less property operating
expenses. However, the usefulness of NOI is limited because
it excludes general and administrative costs, interest expense,
transaction costs, depreciation and amortization expense, realized
gains (losses) from the sale of properties and other items under
U.S. GAAP and capital expenditures and leasing costs necessary to
maintain the operating performance of properties, all of which may
be significant economic costs. NOI may fail to capture
significant trends in these components of U.S. GAAP net income
(loss) which further limits its usefulness.
NOI 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 NOI involves subjective judgment and discretion and 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.
The following table presents a reconciliation of NOI to property
and other related revenues less property operating expenses for our
property types in our real estate segment for the three months
ended September 30, 2016 (dollars in
thousands):
|
Total
|
|
Healthcare
(6)(7)
|
|
Hotel
|
|
Manufactured
Housing (7)
|
|
Net
Lease
|
|
Multifamily
(7)
|
|
Multi-tenant
Office
|
|
Property and Other
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental and escalation
income
|
$
165,060
|
|
$
88,996
|
|
$
22
|
|
$
49,424
|
|
$
14,433
|
|
$
6,961
|
|
$
5,224
|
|
Hotel related
income
|
220,578
|
|
-
|
|
220,578
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Resident fee
income
|
72,988
|
|
72,988
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Other revenue
(1)
|
2,929
|
|
585
|
|
83
|
|
1,408
|
|
332
|
|
368
|
|
153
|
|
Total property and
other revenues
|
461,555
|
|
162,569
|
|
220,683
|
|
50,832
|
|
14,765
|
|
7,329
|
|
5,377
|
|
Real estate
properties - operating expenses
|
236,992
|
|
68,056
|
|
140,513
|
|
19,882
|
|
2,584
|
|
3,621
|
|
2,336
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
(2)
|
3,033
|
|
1,470
|
|
11
|
|
1,548
|
|
4
|
|
-
|
|
-
|
|
Equity in earnings
(3)
|
145
|
|
-
|
|
-
|
|
-
|
|
(166)
|
|
311
|
|
-
|
|
Amortization and
other items (4)
|
(5,013)
|
|
(4,377)
|
|
(34)
|
|
-
|
|
(782)
|
|
359
|
|
(179)
|
|
NOI(5)(8)
|
$
222,728
|
|
$
91,606
|
|
$
80,147
|
|
$
32,498
|
|
$
11,237
|
|
$
4,378
|
|
$
2,862
|
|
|
|
(1)
|
Certain other revenue
earned is not included as part of NOI, including collateral
management fees for administrative services in our N-Star CDOs,
that are not part of our real estate segment.
|
|
(2)
|
Primarily represents
interest income earned from notes receivable on manufactured homes
and loans in our healthcare portfolio.
|
|
(3)
|
Includes an
adjustment related to our interest in an unconsolidated joint
venture in a net lease and multifamily property.
|
|
(4)
|
Primarily includes
amortization of straight-line rental income, amortization of
above/below market leases and non-recurring bad debt.
|
|
(5)
|
We consider NOI for
hotels to be a proxy for earnings before interest, tax,
depreciation and amortization (EBITDA).
|
|
(6)
|
The following table
presents NOI by asset class within our healthcare property type for
the three months ended September 30, 2016 (dollars in
thousands):
|
|
|
|
|
Total
|
|
Medical Office
Buildings
|
|
Senior Housing
- Operating
|
|
Senior Housing
- Triple Net Lease
|
|
Skilled
Nursing
Facilities
|
|
Hospitals
|
|
Property and Other
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental and escalation
income
|
$
88,996
|
|
$
39,435
|
|
$
-
|
|
$
13,930
|
|
$
29,710
|
|
$
5,921
|
|
Resident fee
income
|
72,988
|
|
-
|
|
67,486
|
|
-
|
|
5,502
|
|
-
|
|
Other
revenue
|
585
|
|
583
|
|
-
|
|
-
|
|
-
|
|
2
|
|
Total property and
other revenues
|
162,569
|
|
40,018
|
|
67,486
|
|
13,930
|
|
35,212
|
|
5,923
|
|
Real estate
properties - operating expenses
|
68,056
|
|
12,450
|
|
49,670
|
|
219
|
|
5,310
|
|
407
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
1,470
|
|
1
|
|
1
|
|
1,114
|
|
57
|
|
297
|
|
Amortization and
other items
|
(4,377)
|
|
(1,810)
|
|
224
|
|
(730)
|
|
(1,279)
|
|
(782)
|
|
NOI
|
$
91,606
|
|
$
25,759
|
|
$
18,041
|
|
$
14,095
|
|
$
28,680
|
|
$
5,031
|
|
|
|
|
|
(7)
|
During 2016, we
entered into definitive agreements to sell certain of our real
estate portfolios, including ten multifamily properties of which
five properties were sold as of September 30, 2016, our
manufactured housing portfolio and a portion of our medical office
building portfolio.
|
|
(8)
|
The following table
presents a reconciliation of NOI of our real estate segment to net
income (loss) for the three months ended September 30, 2016
(dollars in thousands):
|
|
|
|
|
NOI
|
|
$
222,728
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
Straight-line rental
revenue and amortization of
|
|
|
|
|
|
|
|
above/below-market
leases
|
|
6,185
|
|
|
|
|
|
Interest expense -
mortgage and corporate borrowings
|
|
(104,510)
|
|
|
|
|
|
Other
expenses
|
|
(6,267)
|
|
|
|
|
|
Depreciation and
amortization
|
|
(84,536)
|
|
|
|
|
|
Unrealized gain
(loss) on investments and other
|
|
(1,956)
|
|
|
|
|
|
Realized gain (loss)
on investments and other
|
|
6,378
|
|
|
|
|
|
Equity in earnings
(losses) of unconsolidated ventures
|
|
25,887
|
|
|
|
|
|
Impairment
Losses
|
|
(70,433)
|
|
|
|
|
|
Income tax benefit
(expense)
|
|
(3,408)
|
|
|
|
|
|
Other
items
|
|
(1,069)
|
|
|
|
Net income (loss)
- Real estate segment
|
|
$
(11,001)
|
|
|
|
Remaining segments
(i)
|
|
(71,796)
|
|
|
|
Net income
(loss)
|
|
$
(82,797)
|
|
|
|
|
|
|
(i) Represents the net
income (loss) of our remaining segments to reconcile to total net
income (loss).
|
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 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 our control, and may cause
actual results to differ significantly from those expressed in any
forward-looking statement. Among others, the following
uncertainties and other factors could cause actual results to
differ from those set forth in the forward looking statements: the
failure to receive, on a timely basis or otherwise, the required
approvals by NSAM, Colony and NRF stockholders, governmental or
regulatory agencies and third parties for the merger; the risk that
a condition to closing of the merger may not be satisfied; each
company's ability to consummate the merger; operating costs and
business disruption may be greater than expected; the ability of
each company to retain its senior executives and maintain
relationships with business partners pending consummation of the
merger; the ability to realize substantial efficiencies and merger
synergies as well as anticipated strategic and financial benefits,
including the creation of an internally managed world-class real
estate and investment management platform; the impact of
legislative, regulatory and competitive changes; the impact of
integration efforts; whether our monetization initiatives under
contract or any additional monetization initiatives will be
consummated, at highly attractive valuations or otherwise, and the
incremental liquidity received from any such initiative; our
ability to consummate the sale of a subset of our medical office
buildings portfolio and enter into, and complete, a joint venture
in our overall healthcare real estate portfolio on the terms
anticipated or at all; whether our monetization initiatives will
achieve the substantial anticipated benefits in full or at all,
including anticipated IRRs, financial flexibility, opportunity and
earnings power, additional liquidity, reduced leverage and an
attractive financial profile, either before or after the merger;
the impact such monetization initiatives will have on our earnings;
the durability and long-term growth prospects of our business; our
ability to execute our business strategy; the resulting effects of
becoming an externally managed company, including the payment of
substantial fees to our manager, an affiliate of NSAM, the
allocation of investments by our manager among us and NSAM's other
managed companies, and various conflicts of interest in our
relationship with NSAM, including in transactions between us and
other companies managed by NSAM; the performance of our real estate
portfolio generally, including the ability to maintain consistent
or strong operating performance; the underperformance of our hotel
business and whether it will improve, if at all; the timing and
completion of hotel renovations and the impact on hotel operating
performance; our ability to maintain dividend payments, at current
levels, or at all; the diversification of our portfolio, including
the equity and debt mix; volatility, disruption or uncertainty in
the financial markets; our liquidity and financial flexibility,
including the timing and amount of deployments of capital we retain
from our dividend policy and net proceeds we receive from asset
sales; 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; whether we will continue to diligently execute
our business strategies in a disciplined manner; the impact of
changes to our cost of capital, including our ability to make
accretive investments; 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; our ability to accelerate
repayments of loans originated by us; the NOI and overall
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 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; the size and timing of offerings or capital raises; the
ability to opportunistically participate in commercial real estate
refinancings; any failure in our due diligence to identify all
relevant facts in our underwriting process or otherwise;
seasonality in our portfolio; 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;
changes in our board and management composition; competition for
qualified personnel, including our ability to retain key personnel;
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, 2015
and Quarterly Report on Form 10-Q for the quarter ended
June 30, 2016, under the heading
"Risk Factors". The factors set forth in the Risk Factors section
and otherwise described in our filings with the SEC could cause our
actual results to differ significantly from those contained in any
forward looking statement contained in this press release. There
can be no assurance that the merger will in fact be
consummated.
The foregoing list of factors is not exhaustive. Additional
information about these and other factors can be found in each of
the Company's, NSAM's and Colony's reports filed from time to time
with the United States Securities and Exchange Commission (the
"SEC"). 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 release to conform these
statements to actual results.
Additional Information and Where to Find It
In connection with the proposed transaction, Colony NorthStar,
Inc. ("Colony NorthStar"), a Maryland subsidiary of NSAM that will be the
surviving parent company of the combined company, filed with the
SEC a registration statement on Form S-4 (File No.: 333-212739)
that includes a joint proxy statement of NSAM, Colony and NRF and
that also constitutes a prospectus of Colony NorthStar. The
registration statement has not yet become effective. Each of NSAM,
Colony, NRF and Colony NorthStar may also file other documents with
the SEC regarding the proposed transaction. This document is not a
substitute for the joint proxy statement/prospectus or registration
statement or any other document which NSAM, Colony, NRF or Colony
NorthStar may file with the SEC. INVESTORS AND SECURITY HOLDERS OF
NSAM, COLONY AND NRF ARE URGED TO READ THE REGISTRATION STATEMENT
ON FORM S-4 INITIALLY FILED BY COLONY NORTHSTAR ON JULY 29, 2016, AS AMENDED FROM TIME TO TIME, THAT
INCLUDES A JOINT PROXY STATEMENT/PROSPECTUS FROM EACH OF NSAM,
COLONY AND NRF, THE CURRENT REPORTS ON FORM 8-K FILED BY EACH OF
NSAM, COLONY AND NRF ON JUNE 3, 2016,
JUNE 7, 2016, JUNE 8, 2016, JULY 29,
2016 AND OCTOBER 17, 2016 IN
CONNECTION WITH THE MERGER AGREEMENT, AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the
registration statement and the joint proxy statement/prospectus and
other documents filed with the SEC by NSAM, Colony, NRF and Colony
NorthStar (when available) through the web site maintained by the
SEC at www.sec.gov or by contacting the investor relations
department of NSAM, Colony or NRF at the following:
NorthStar Asset Management Group Inc.
Megan Gavigan / Emily Deissler / Hayley
Cook
Sard Verbinnen & Co.
(212) 687-8080
Colony Capital, Inc.
Owen Blicksilver
Owen Blicksilver PR, Inc.
(516) 742-5950
or
Lasse Glassen
Addo Communications, Inc.
(310) 829-5400
lglassen@aaddoir.com
NorthStar Realty Finance Corp.
Joe Calabrese
Investor Relations
(212) 827-3772
Participants in the Solicitation
Each of NSAM, Colony and NRF and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from their respective shareholders in
connection with the proposed transaction. Information regarding
NSAM's directors and executive officers, including a description of
their direct interests, by security holdings or otherwise, is
contained in NSAM's Annual Report on Form 10-K for the year ended
December 31, 2015, as amended by its
Form 10-K/A filed with the SEC on April 29,
2016 and Current Reports on Form 8-K filed by NSAM with the
SEC on June 3, 2016, June 7, 2016, June 8,
2016, July 29, 2016 and
October 17, 2016 in connection with
the proposed transaction. Information regarding Colony's directors
and executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in
Colony's Annual Report on Form 10-K for the year ended December 31, 2015, its annual proxy statement
filed with the SEC on March 31, 2016
and Current Reports on Form 8-K filed by Colony with the SEC on
June 3, 2016, June 7, 2016, June 8,
2016, July 29, 2016 and
October 17, 2016 in connection with
the proposed transaction. Information regarding NRF's directors and
executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in NRF's
Annual Report on Form 10-K for the year ended December 31, 2015, as amended by its Form 10-K/A
filed with the SEC on April 28, 2016
and Current Reports on Form 8-K filed by NRF with the SEC on
June 3, 2016, June 7, 2016, June 8,
2016, July 29, 2016 and
October 17, 2016 in connection with
the proposed transaction. A more complete description is available
in the registration statement on Form S-4 and the joint proxy
statement/prospectus initially filed by Colony NorthStar with the
SEC on July 29, 2016, as amended from
time to time. You may obtain free copies of these documents as
described in the preceding paragraph.
No Offer or Solicitation
This press release is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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SOURCE NorthStar Realty Finance Corp.