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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 20, 2024
NorthStar Healthcare Income, Inc.
(Exact name of Registrant as Specified in its Charter)
Maryland
000-55190
27-3663988
(State or other jurisdiction of incorporation)(Commission File Number)
(I.R.S. Employer
Identification No.)
575 Lexington Avenue, 14th Floor,
New York, NY 10022
(Address of Principal Executive Offices, Including Zip Code)

(929) 777-3135
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareNoneNone
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company      ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed, NorthStar Healthcare Income, Inc. (“NorthStar Healthcare” or the “Company”), acting through subsidiaries of its operating partnership, entered into a membership interest purchase agreement (the “Option Agreement”) on November 3, 2023 with American Healthcare REIT, Inc. and its subsidiary (“AHR”), granting to AHR the right to purchase all of NorthStar Healthcare’s ownership interests in Trilogy REIT Holdings, LLC (the “Trilogy Investment”) for a purchase price ranging from $240.5 million to up to $260 million depending upon the purchase price consideration and timing of the closing, subject to and on the conditions set forth in the Option Agreement.

On September 20, 2024, AHR completed its purchase of the Trilogy Investment in accordance with the Option Agreement, which resulted in net cash proceeds to NorthStar Healthcare of approximately $252 million, after transaction and other closing costs (the “Transaction”). The Company will evaluate over the coming months how to use these proceeds to further its primary objective, which is to maximize value and generate liquidity for stockholders. In doing so, the Company is taking into consideration, among other factors, the Company’s current and projected liquidity needs, near-term debt maturities, leverage strategy, the potential impact on any liquidity event the Company may pursue in the future and potential additional special distributions to stockholders.

NorthStar Healthcare has included in this Current Report on Form 8-K certain pro forma financial information related to its disposition of the Trilogy Investment as required by Item 9.01(b) of Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma consolidated balance sheet of NorthStar Healthcare as of June 30, 2024 and the unaudited pro forma consolidated statements of operations of NorthStar Healthcare for the six months ended June 30, 2024 and the year ended December 31, 2023 and notes thereto, each giving effect to the sale of the Trilogy Investment, are filed as Exhibit 99.1 to this Current Report on Form 8-K.


(d) Exhibits.

Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NorthStar Healthcare Income, Inc.
Date: September 20, 2024
By:
/s/ NICHOLAS R. BALZO
Nicholas R. Balzo
Chief Financial Officer and Treasurer
3

EXHIBIT 99.1
NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES
INDEX TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS


























1
NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES
SUMMARY OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
As previously disclosed, NorthStar Healthcare Income, Inc. (“NorthStar Healthcare” or the “Company”), acting through subsidiaries of its operating partnership, entered into a membership interest purchase agreement (the “Option Agreement”) on November 3, 2023 with American Healthcare REIT, Inc. and its subsidiary (“AHR”), granting to AHR the right to purchase all of NorthStar Healthcare’s ownership interests in Trilogy REIT Holdings, LLC (the “Trilogy Investment”) for a purchase price ranging from $240.5 million to up to $260 million depending upon the purchase price consideration and timing of the closing, subject to and on the conditions set forth in the Option Agreement.
On September 20, 2024, AHR completed its purchase of the Trilogy Investment in accordance with the Option Agreement, which resulted in net cash proceeds to NorthStar Healthcare of approximately $252 million, after transaction and other closing costs (the “Transaction”).
The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not intended to represent or be indicative of NorthStar Healthcare’s financial position or results of operations had the Transaction been completed as of the beginning of the earliest period presented, nor are they indicative of NorthStar Healthcare’s future financial condition or results of operations.
The unaudited pro forma consolidated balance sheet as of June 30, 2024 is presented as if the Transaction closed on June 30, 2024. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2024 and for the year ended December 31, 2023 have been presented as if the Transaction occurred on January 1, 2023.
The pro forma adjustments are based upon available information and assumptions that NorthStar Healthcare’s management believes are reasonable and factually supportable, and are directly attributable to the Transaction. Actual amounts could differ materially from these estimates. The unaudited pro forma consolidated financial statements should be read in conjunction with the historical consolidated financial statements and notes thereto in NorthStar Healthcare’s Annual Report on Form 10-K for the year ended December 31, 2023 and in NorthStar Healthcare’s Quarterly Report on Form 10-Q for the six months ended June 30, 2024.
2

NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2024
(Dollars in Thousands, Except Share Data)
Historical(1)
AdjustmentsPro Forma
Assets 
Cash and cash equivalents$82,214 $252,436 
(2)
$334,650 
Restricted cash6,225 — 6,225 
Operating real estate, net807,515 — 807,515 
Investments in unconsolidated ventures ($142 held at fair value as of June 30, 2024) 124,778 (124,244)
(3)
534 
Receivables, net1,284 — 1,284 
Intangible assets, net1,748 — 1,748 
Other assets4,025 — 4,025 
Total assets$1,027,789 $128,192 $1,155,981 
Liabilities
Mortgage and other notes payable, net$880,423 $— $880,423 
Escrow deposits payable566 — 566 
Accounts payable and accrued expenses30,299 — 30,299 
Other liabilities3,038 (1,500)
(4)
1,538 
Total liabilities914,326 (1,500)912,826 
Commitments and contingencies
Equity
NorthStar Healthcare Income, Inc. Stockholders’ Equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2024
— — — 
Common stock, $0.01 par value, 400,000,000 shares authorized, 185,712,103 shares issued and outstanding as of June 30, 2024
1,857 — 1,857 
Additional paid-in capital1,716,869 — 1,716,869 
Retained earnings (accumulated deficit)(1,603,802)129,692 
(5)
(1,474,110)
Total NorthStar Healthcare Income, Inc. stockholders’ equity114,924 129,692 244,616 
Non-controlling interests(1,461)— (1,461)
Total equity113,463 129,692 243,155 
Total liabilities and equity$1,027,789 $128,192 $1,155,981 













Refer to accompanying notes to unaudited pro forma consolidated financial statements.
3
NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Dollars in Thousands, Except Per Share Data)
Historical(1)
AdjustmentsPro Forma
Property and other revenues
Resident fee income$24,768 $— $24,768 
Rental income72,433 — 72,433 
Other revenue1,809 — 1,809 
Total property and other revenues99,010 — 99,010 
Expenses
Property operating expenses65,793 — 65,793 
Interest expense25,487 — 25,487 
Transaction costs37 — 37 
General and administrative expenses6,476 — 6,476 
Depreciation and amortization17,930 — 17,930 
Impairment loss3,460 — 3,460 
Total expenses119,183 — 119,183 
Other income (loss)
Other income (expense), net84 — 84 
Gain (loss) on investments and other10 — 10 
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax expense(20,079)— (20,079)
Equity in earnings (losses) of unconsolidated ventures1,829 (1,905)
(2)
(76)
Income tax expense(39)— (39)
Net income (loss) (18,289)(1,905)(20,194)
Net (income) loss attributable to non-controlling interests212 — 212 
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders$(18,077)$(1,905)$(19,982)
Net income (loss) per share of common stock, basic/diluted$(0.10)$(0.11)
Weighted average number of shares of common stock outstanding, basic/diluted
185,712,103 185,712,103 
Distributions declared per share of common stock$— $— 


















Refer to accompanying notes to unaudited pro forma consolidated financial statements.
4

NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023
(Dollars in Thousands, Except Per Share Data)
Historical (1)
AdjustmentsPro Forma
Property and other revenues
Resident fee income$47,591 $— $47,591 
Rental income153,544 — 153,544 
Other revenue3,843 — 3,843 
Total property and other revenues204,978 — 204,978 
Expenses
Property operating expenses140,612 — 140,612 
Interest expense50,028 — 50,028 
Transaction costs683 — 683 
General and administrative expenses13,817 — 13,817 
Depreciation and amortization38,511 — 38,511 
Impairment loss49,423 — 49,423 
Total expenses293,074 — 293,074 
Other income (loss)
Other income (expense), net194 — 194 
Gain (loss) on investments and other(64,001)129,692 
(2)
65,691 
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax expense(151,903)129,692 (22,211)
Equity in earnings (losses) of unconsolidated ventures(8,272)1,409 
(3)
(6,863)
Income tax expense(74)— (74)
Net income (loss) (160,249)131,101 (29,148)
Net (income) loss attributable to non-controlling interests3,364 — 3,364 
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders$(156,885)$131,101 $(25,784)
Net income (loss) per share of common stock, basic/diluted$(0.83)$(0.14)
Weighted average number of shares of common stock outstanding, basic/diluted
189,941,744 189,941,744 
Distributions declared per share of common stock$— $— 


















Refer to accompanying notes to unaudited pro forma consolidated financial statements.
5
NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2024
(1)Represents NorthStar Healthcare’s consolidated balance sheet as of June 30, 2024 as reported in NorthStar Healthcare’s Quarterly Report on Form 10-Q for the six months ended June 30, 2024.
(2)Represents the net proceeds generated by the Transaction at closing, after the payment of transaction-related costs and the reduction to the purchase price consideration for the consent fees received, as described in below in (4). The following table summarizes the net proceeds generated by the Transaction at closing:
Purchase price $260,000 
Less: 5% discount(1)
(13,000)
Plus: supplemental cash payment(2)
11,001 
Less: consent fees(3)
(1,500)
Less: transaction-related costs(4,065)
Transaction net proceeds at closing$252,436 
_______________________________________
(1)Pursuant to the Option Agreement, any potion of the purchase price consideration paid in cash is subject to a 5% discount if closing occurs prior to December 31, 2024.
(2)Pursuant to the Option Agreement, the Company is entitled to a supplemental cash payment of $25,600 per day for the period between July 1, 2023 through the closing date, reduced by any distributions the Company received from the Trilogy Investment during that period.
(3)Refer below to note (4).
(3)Represents the adjustment to remove the carrying value of the Company’s Trilogy Investment as of June 30, 2024.
(4)Represents an aggregate of $1.5 million in consent fees the Company received from AHR during the six months ended June 30, 2024, which ultimately reduced the purchase price payable under the Option Agreement. Although non-refundable, these consent fees were classified as pending deal deposits within other liabilities as of June 30, 2024.
(5)Represents the gain recognized on the Transaction, calculated as if the Transaction was consummated on June 30, 2024. The following table summarizes the calculation of the gain:
Transaction net proceeds at closing$252,436 
Plus: consent fees received from AHR prior to closing1,500 
Less: carrying value of the Trilogy Investment as of June 30, 2024(124,244)
Gain recognized on sale$129,692 
Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2024
(1)Represents NorthStar Healthcare’s consolidated statement of operations for the six months ended June 30, 2024, as reported in NorthStar Healthcare’s Quarterly Report on Form 10-Q for the six months ended June 30, 2024.
(2)Represents the adjustment to exclude the equity in earnings (losses) attributable to the Company’s Trilogy Investment for the six months ended June 30, 2024.
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2023
(1)Represents NorthStar Healthcare’s consolidated statement of operations for the year ended December 31, 2023, as reported in NorthStar Healthcare’s Annual Report on Form 10-K for the year ended December 31, 2023.
(2)Represents the adjustment to exclude the equity in earnings (losses) attributable to the Company’s Trilogy Investment for the year ended December 31, 2023.
(3)Refer above to note (5) of the Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2024.
6
v3.24.3
Cover
Sep. 20, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 20, 2024
Entity Registrant Name NorthStar Healthcare Income, Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 000-55190
Entity Tax Identification Number 27-3663988
Entity Address, Address Line One 575 Lexington Avenue, 14th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10022
City Area Code 929
Local Phone Number 777-3135
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Entity Emerging Growth Company false
Entity Central Index Key 0001503707
Amendment Flag false
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