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 $340 million
from an interest in NorthStar Realty's healthcare real estate portfolio.
|
|
|
|
|
|
|
|
|
|
|
Common shares, LTIPs and RSUs not subject to performance hurdles,
outstanding
|
|
|
|
Amounts in millions
|
|
|
|
|
|
|
Weighted average for Q3'16
|
|
183.2
|
|
|
|
|
Total outstanding as of November 4, 2016
|
|
183.2
|
|
|
|
|
Potential Additional Shares
|
|
|
|
Common shares underlying remaining exchangeable notes
|
|
1.2
|
|
Grand total
|
|
184.4
|
Earnings Conference Call
NorthStar Realty will host a conference call to discuss third quarter 2016 financial results on November 8, 2016, at 9:00 a.m. Eastern time. Hosting the call will be
Jonathan A. Langer, Chief Executive Officer and Debra A. Hess,
Chief Financial Officer, as well as Executives of NorthStar Asset Management Group, David T.
Hamamoto, Executive Chairman, Al Tylis, Chief Executive Officer and Daniel R. Gilbert, Chief Investment and Operating Officer.
The call will be webcast live over the Internet from NorthStar Realty's website, www.nrfc.com, and will be archived on the Company's website. The call can also be
accessed live over the phone by dialing 800-533-9703, or for international callers, by dialing 785-830-1926, and using passcode
1279939.
A replay of the call will be available two hours after the call through November 14, 2016 by
dialing 888-203-1112 or, for international callers, 719-457-0820, using pass code 1279939.
About NorthStar Realty Finance Corp.
NorthStar Realty Finance Corp. is a diversified commercial real estate company that is organized as a REIT and is managed by
an affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM), a global asset management firm. For more information about
NorthStar Realty Finance Corp., please visit www.nrfc.com.
|
NorthStar Realty Finance Corp.
|
|
|
|
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|
|
Consolidated Statements of Operations
|
|
|
|
|
|
|
($ 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.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/northstar-realty-finance-announces-third-quarter-2016-results-300359034.html
SOURCE NorthStar Realty Finance Corp.