NEW YORK, Aug. 4, 2016 /PRNewswire/ --
Second Quarter 2016 Highlights
- U.S. GAAP net income to common stockholders of $10.9 million, or $0.06 per diluted share and cash available for
distribution ("CAD") of $54.0
million, or $0.28 per
share
- Second quarter 2016 cash dividend of $0.10 per common share
- Announced a tri-party merger with NRF and Colony Capital,
Inc. to create a world-class diversified real estate and investment
management platform with $58 billion
of AUM
- Raised $273 million of capital
in retail business year-to-date 2016, including $107 million during the second quarter
2016
- Total assets of managed companies as of June 30, 2016 of approximately $40.2 billion, adjusted for sales, acquisitions
and commitments to sell or acquire investments by our managed
companies subsequent to the second quarter 2016
NorthStar Asset Management Group Inc. (NYSE: NSAM) today
announced its results for the second quarter ended June 30, 2016.
Second Quarter 2016 Results
NSAM reported U.S. GAAP net income to common stockholders for
the second quarter 2016 of $10.9
million, or $0.06 per diluted
share. NSAM reported CAD for the second quarter 2016 of
$54.0 million, or $0.28 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, Executive
Chairman, commented, "We are pleased with the conclusion of our
strategic alternatives review and the resulting tri-party merger
with NRF and Colony to create a global real estate and asset
management leader. We anticipate this combination of
well-established institutions will unlock significant value and
generate substantially enhanced long-term returns for our
shareholders. Furthermore, the announced merger provides clarity
for our investors and partners on NSAM's corporate strategic
direction, which we expect to enhance our retail platform and
accelerate our capital raising, particularly with the recently
announced closing of NorthStar Income II and our new offerings that
are already effective or expected to come to the retail market in
the second half of 2016."
Al Tylis, Chief Executive
Officer, added, "The process for reviewing strategic alternatives
was exhaustive and I believe that the resulting conclusion of the
NSAM Board of Directors to merge with NRF and Colony was the
correct course of action. I believe the combined company has
immense potential and look forward to helping the company achieve
its objectives."
Proposed Merger - Colony NorthStar, Inc. ("Colony
NorthStar")
On June 2, 2016, NSAM, NRF 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 and the investor presentation related to the
proposed merger, which can be found on NSAM's, NRF's and Colony
Capital's websites.
NSAM Managed Companies Results
NorthStar Realty (NYSE: NRF)
- Base management fee of $46.7
million earned during the second quarter 2016.
NorthStar Realty Europe (NYSE: NRE)
- Base management fee of $3.5
million earned during the second quarter 2016.
- During the second quarter 2016, NSAM acquired 0.2 million
shares of NRE common stock for $2.3
million.
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|
|
|
Annual Base
Management Fee Calculation:
|
NRF
|
NRE
|
|
$ in
millions
|
|
|
|
Annual Base
Management Fee as of June 30, 2016
|
$
186.6
|
$
14.0
|
|
August 2, 2016
Annual Base Management Fee
|
186.6
|
14.0
|
|
|
|
|
|
Remaining
exchangeable note conversion shares
|
0.2
|
-
|
|
Pro forma Annual
Base Management Fee
|
$
186.8
|
$
14.0
|
|
|
|
|
|
Retail Companies
- Total aggregate asset management and other fees of $22.1 million earned during the second quarter
2016.
- Cash available for investment of $609
million as of June 30,
2016.
- Total capital raised of approximately $107 million during the second quarter 2016.
- NorthStar/RXR New York Metro Real Estate, Inc. ("NorthStar/RXR
New York Metro") completed its initial investment and acquired a
$4.9 million minority interest in a
Class-A office building located in midtown Manhattan, New York City.
- Griffin-American Healthcare REIT III, Inc. ("GAHR III"), a
healthcare focused non-traded REIT co-sponsored by American
Healthcare Investors, LLC ("AHI"), of which NSAM owns a 43%
interest, completed its offering and raised $1.9 billion of total capital.
- During the second quarter 2016, GAHR III acquired approximately
$179 million of investments and since
inception, GAHR III has acquired approximately $2.3 billion of investments as of June 30, 2016.
- Griffin-American Healthcare REIT IV, Inc. ("GAHR IV"), a
healthcare focused non-traded REIT co-sponsored by AHI, of which
NSAM owns a 43% interest, announced it met the conditions of its
minimum offering on April 12, 2016,
and as of July 8, 2016 had
subscriptions in its initial public offering of approximately
$20.5 million, excluding shares of
its common stock pursuant to its distribution reinvestment plan.
This information does not constitute an offer of any
securities for sale.
NorthStar Sponsored and Co-sponsored Retail Company Summary
Financial Information:
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|
|
|
|
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(amounts in
millions)
|
|
NorthStar
Income
|
|
NorthStar
Healthcare
|
|
NorthStar
Income II
|
|
NorthStar/RXR NY
Metro Real Estate
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
Capital Raising
Status
|
|
Completed July
2013
|
|
Completed
January 2016
|
|
Active
|
|
Active Beginning
in
First Quarter 2016
|
|
|
|
|
|
Primary
Strategy
|
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CRE Debt
|
|
Healthcare Equity
and Debt
|
|
CRE Debt
|
|
NY Metro Area CRE
Equity and Debt
|
|
|
|
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|
Offering
Size
|
|
$1.2
billion(1)
|
|
$2.1
billion(1)
|
|
$1.65
billion(1)
|
|
$2.0
billion(1)
|
|
$6.95
billion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
Raised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q2 2016
|
|
$
11.0
|
|
$
17.0
|
|
$
78.6
|
|
$
0.5
|
|
$
107.1
|
|
|
|
Year-to-date through
8-2-16
|
|
29.3
|
|
45.9
|
|
197.4
|
|
0.8
|
|
273.4
|
|
|
|
Inception-to-date
through 8-2-16
|
|
1,269.5
|
|
1,846.7
|
|
1,058.8
|
|
2.8
|
|
4,177.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During Q2
2016
|
|
$
64.8
|
|
$
-
|
|
$
65.7
|
|
$
4.9
|
|
$
135.4
|
|
|
|
As of
6-30-16
|
|
1,858.3
|
|
3,426.2
|
|
1,326.8
|
|
4.9
|
|
6,616.2
|
|
|
|
Cash as of
6-30-16
|
|
71.9
|
|
144.2
|
|
391.7
|
|
0.7
|
|
608.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees earned during
the second quarter
|
|
|
|
|
|
|
|
|
|
|
|
Asset management
fees
|
|
$
5.6
|
|
$
8.3
|
|
$
4.0
|
|
$
-
|
|
$
17.9
|
|
|
|
Acquisition
fees
|
|
0.8
|
|
0.1
|
|
0.2
|
|
-
|
|
1.1
|
|
|
|
Disposition
fees
|
|
1.0
|
|
-
|
|
2.1
|
|
-
|
|
3.1
|
|
|
|
Total
fees
|
|
$
7.4
|
|
$
8.4
|
|
$
6.3
|
|
$
-
|
|
$
22.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents dollar
amounts of shares registered to offer pursuant to each company's
public offering, distribution reinvestment plan, and
follow-on public offering
|
|
|
|
(2) Based on cost for
real estate equity investments, which includes net purchase price
allocation related to intangibles, deferred costs and other assets,
if any, committed principal amount
for real estate debt and securities and carrying value plus
deferred acquisition prices for limited partnership interests
in private equity
funds
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
|
|
|
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|
NorthStar Securities, Broker Dealer
- Net selling commissions of $0.4
million earned during the second quarter 2016.
New Products
- NSAM and Och-Ziff Capital Management Group, LLC are
co-sponsoring a $3.2 billion
closed-end fund, NorthStar Corporate Income Fund, which was
declared effective by the SEC in February
2016 and will target corporate debt investments across a
variety of industries globally. This information does not
constitute an offer of any securities for sale.
- NSAM is sponsoring a $3.2 billion
closed-end fund, NorthStar Real Estate Capital Income Fund, which
was declared effective by the SEC in May
2016 and will focus mainly on commercial real estate debt
investments. This information does not constitute an offer of any
securities for sale.
- NSAM and Och-Ziff Capital Management Group, LLC are
co-sponsoring a $1.0 billion
non-traded business development company, NorthStar Corporate
Investment Income, Inc., which confidentially submitted with the
SEC an amended registration statement on Form N-2. This information
does not constitute an offer of any securities for sale.
Townsend
Townsend generated approximately $17.8
million of revenues and $8.7
million of EBITDA (on a 100% consolidated basis) for the
three months ended June 30, 2016.
Liquidity, Financing and Capital Markets
Highlights
As of August 2, 2016, NSAM's
unrestricted cash was approximately $84
million.
NSAM's corporate issuer credit ratings from Standard &
Poor's Rating Services ("S&P") and Moody's Investors Service
("Moody's") are BBB- and Ba2, respectively.
Stockholders' Equity
As of August 2, 2016, NSAM had
191.5 million total common shares, LTIP units and certain RSUs not
subject to market based performance hurdles, outstanding.
Earnings Conference Call
NSAM will host a conference call to discuss second quarter 2016
financial results on August 4, 2016,
at 10:00 a.m. Eastern time.
Hosting the call will be David T.
Hamamoto, Executive Chairman; Albert
Tylis, Chief Executive Officer; Daniel R. Gilbert, Chief Investment and
Operating Officer; and Debra A.
Hess, Chief Financial Officer.
The call will be webcast live over the Internet from NSAM's
website, www.nsamgroup.com, and will be archived on the
Company's website. The call can also be accessed live over
the phone by dialing 800-432-7890, or for international callers, by
dialing 913-312-6675, and using passcode 4964943.
A replay of the call will be available two hours after the call
through August 10, 2016 by dialing
888-203-1112 or, for international callers, 719-457-0820, using
pass code 4964943.
About NorthStar Asset Management Group
NorthStar Asset Management Group Inc. (NYSE: NSAM) is a global
asset management firm focused on strategically managing real estate
and other investment platforms in the
United States and internationally. For more information
about NorthStar Asset Management Group Inc., please visit
www.nsamgroup.com.
NorthStar Asset
Management Group Inc.
|
|
|
|
|
Consolidated
Statements of Operations
|
|
|
|
|
($ in thousands,
except per share and dividend data)
|
|
|
|
|
(Unaudited)
|
Three Months Ended
June 30,
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
Asset management and
other fees
|
$
90,081
|
|
$
90,358
|
|
Selling commissions
and dealer manager fees, related parties
|
4,888
|
|
28,337
|
|
Other
income
|
2,126
|
|
434
|
|
Total
revenues
|
97,095
|
|
119,129
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
Commission
expense
|
4,471
|
|
26,338
|
|
Interest
expense
|
6,922
|
|
-
|
|
Transaction
costs
|
17,753
|
|
73
|
|
Other
expense
|
2,071
|
|
213
|
|
General and
administrative expenses
|
|
|
|
|
Compensation expense
(1)
|
33,960
|
|
32,707
|
|
Other general and
administrative expenses
|
10,599
|
|
9,255
|
|
Total general and
administrative expenses
|
44,559
|
|
41,962
|
|
Depreciation and
amortization
|
2,536
|
|
429
|
|
Total
expenses
|
78,312
|
|
69,015
|
|
Unrealized gain
(loss) on investments and other
|
(4,638)
|
|
63
|
|
Income (loss)
before equity in earnings (losses) of unconsolidated ventures and
income
tax benefit (expense)
|
14,145
|
|
50,177
|
|
Equity in earnings
(losses) of unconsolidated ventures
|
(852)
|
|
90
|
|
Income (loss)
before income tax benefit (expense)
|
13,293
|
|
50,267
|
|
Income tax benefit
(expense)
|
(1,154)
|
|
(12,055)
|
|
Net income
(loss)
|
12,139
|
|
38,212
|
|
Net (income) loss
attributable to non-controlling interests
|
(111)
|
|
(188)
|
|
Net (income) loss
attributable to redeemable non-controlling interests
|
(1,104)
|
|
-
|
|
Net income (loss)
attributable to NorthStar Asset Management Group Inc. common
stockholders
|
$
10,924
|
|
$
38,024
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss)
per share:
|
|
|
|
|
Basic
|
$
0.06
|
|
$
0.19
|
|
Diluted
|
$
0.06
|
|
$
0.19
|
|
|
|
|
|
|
Weighted average
number of shares:
|
|
|
|
|
Basic
|
183,324,975
|
|
189,599,300
|
|
Diluted
|
185,116,917
|
|
193,809,104
|
|
|
|
|
|
|
|
|
|
|
|
(1) The three
months ended June 30, 2016 and 2015 includes $13.6 million and
$15.0 million of equity-based compensation
expense,
respectively.
|
|
NorthStar Asset
Management Group Inc.
|
|
|
|
|
Consolidated
Balance Sheets
|
|
|
|
|
($ in thousands,
except per share data)
|
|
June
30,
|
|
December
31,
|
|
|
2016
|
|
2015
|
|
|
(Unaudited)
|
|
|
Assets
|
|
|
|
|
Cash
|
|
$
59,614
|
|
$
84,707
|
Restricted
cash
|
|
19,623
|
|
36,780
|
Receivables,
net
|
|
109,012
|
|
93,809
|
Investments in
unconsolidated ventures
|
|
99,209
|
|
88,069
|
Securities, at fair
value
|
|
33,297
|
|
46,215
|
Intangible assets,
net
|
|
198,826
|
|
-
|
Goodwill
|
|
251,285
|
|
-
|
Other
assets
|
|
44,647
|
|
25,241
|
Total
assets
|
|
$
815,513
|
|
$
374,821
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Term loan,
net
|
|
468,943
|
|
-
|
Credit
facility
|
|
-
|
|
100,000
|
Accounts payable and
accrued expenses
|
|
53,841
|
|
90,160
|
Commission
payable
|
|
1,174
|
|
6,988
|
Other
liabilities
|
|
25,943
|
|
930
|
Total
liabilities
|
|
549,901
|
|
198,078
|
|
|
|
|
|
Commitments and
contingencies
|
|
-
|
|
-
|
Redeemable
non-controlling interests
|
|
75,181
|
|
-
|
Equity
|
|
|
|
|
Performance common
stock, $0.01 par value, 500,000,000 shares authorized, 5,210,113
and
|
|
|
|
|
4,213,156 shares
issued and outstanding as of June 30, 2016 and December 31, 2015,
respectively
|
|
52
|
|
42
|
Preferred stock,
$0.01 par value, 100,000,000 shares authorized, no shares issued
and outstanding as
|
|
|
of June 30, 2016 and
December 31, 2015
|
|
-
|
|
-
|
Common stock, $0.01
par value, 1,000,000,000 shares authorized, 189,039,157 and
185,685,124
|
|
|
|
|
shares issued and
outstanding as of June 30, 2016 and December 31, 2015,
respectively
|
|
1,890
|
|
1,857
|
Additional paid-in
capital
|
|
231,687
|
|
208,318
|
Accumulated other
comprehensive income (loss)
|
|
(141)
|
|
-
|
Retained earnings
(accumulated deficit)
|
|
(44,845)
|
|
(35,152)
|
|
|
|
|
|
Total NorthStar Asset
Management Group Inc. stockholders' equity
|
|
188,643
|
|
175,065
|
Non-controlling
interests
|
|
1,788
|
|
1,678
|
Total
equity
|
|
190,431
|
|
176,743
|
Total liabilities
and equity
|
|
$
815,513
|
|
$
374,821
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Financial Measure
Included in this press release is Cash Available for
Distribution, or CAD, a certain "non-GAAP financial measure", which
measures NSAM's historical or future financial performance that is
different from measures calculated and presented in accordance with
accounting principles generally accepted in the United States, or U.S. GAAP, within the
meaning of the applicable Securities and Exchange Commission, or
SEC, rules. NSAM believes this metric can be a useful measure
of its performance which is further defined below.
Cash Available for Distribution (CAD)
We believe that CAD provides investors and management with a
meaningful indicator of operating performance. Management
also uses CAD, among other measures, to evaluate
profitability. In addition, the incentive fees to which we
are entitled pursuant to our management agreements with each of our
NorthStar Listed Companies are determined using such NorthStar
Listed Company's CAD as a performance metric. We 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, depreciation and amortization, equity-based
compensation, unrealized gain (loss) on investments and other,
realized gain (loss) on investments and other and asset
impairment). 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 calculate CAD by subtracting from or adding to net income
(loss) attributable to common stockholders, non-controlling
interests attributable to the Operating Partnership and the
following items: equity-based compensation, depreciation and
amortization related items, amortization of deferred financing
costs, foreign currency gains (losses), impairment on goodwill and
other intangible assets, straight-line rent, adjustments for joint
ventures and investment funds, unrealized (gain) loss from fair
value adjustments, realized gain (loss) on investments, adjustments
for contingent revenue and the related compensation expense and
transaction and other costs. In future periods, such
adjustments may include other one-time events pursuant to changes
in U.S. GAAP and certain other non-recurring items. These
items, if applicable, include any adjustments for unconsolidated
ventures. 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.
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 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 June 30, 2016 (dollars
in thousands):
|
|
|
|
Reconciliation of
Cash Available for Distribution
|
|
|
|
(Amount in
thousands except per share data)
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
June 30,
2016
|
|
|
|
|
|
Net income (loss)
attributable to common stockholders
|
|
$
10,924
|
|
Non-controlling
interests attributable to the Operating Partnership
|
|
111
|
|
|
|
|
|
Adjustments:
|
|
|
|
Equity-based
compensation (1)
|
|
13,637
|
|
Adjustment related to
joint ventures (2)
|
|
3,258
|
|
Unrealized (gain)
loss from fair value adjustments (3)
|
|
4,638
|
|
Transaction costs and
other (4)
|
|
17,864
|
|
Depreciation and
amortization items
|
|
3,536
|
|
|
|
|
|
CAD
|
|
$
53,968
|
|
|
|
|
|
CAD per share
(5)
|
|
$
0.28
|
|
|
|
(1) The three months ended
June 30, 2016 includes equity-based compensation expense related to
grants of
NorthStar
Realty stock issued in years prior to July 1, 2014 that were split
in connection with the NSAM
Spin-off of
$1.6 million, one-time grants of our stock issued in connection
with the NSAM Spin-off of $5.6
million,
annual grants of our stock to certain employees of $5.9 million and
$0.5 million granted to non
employees.
(2) The three months ended June 30, 2016
includes an adjustment to add $0.2 million of equity-based
compensation
expense, $0.5 million impairment on our investment in Distributed
Finance, $2.7 million of
depreciation
and amortization expense related to unconsolidated ventures and a
reduction of $0.2 million
related to
net unrealized and realized gains (losses) on the Townsend
Funds.
(3) Primarily represents the change in fair
value for our investment in NorthStar Realty's common stock.
(4) The three months ended June 30, 2016
primarily includes an adjustment to add back $17.8 million of
transaction
costs primarily related to the merger with NorthStar Realty and
Colony and $0.3 million
impairment
on the convertible debt note provided to Distributed Finance.
(5) CAD per share does not take into
account any potential dilution from certain restricted stock units
and
performance
stock subject to market based performance metrics not currently
achieved.
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Retail Companies Management Contract Details
(1):
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Registrant
Effective
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Asset
Management
and Other Fees:
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NorthStar
Income
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NorthStar
Healthcare
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NorthStar
Income II
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NorthStar/RXR NY
Metro
Real Estate(3)
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NorthStar
Corporate
Income Fund(4)
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NorthStar Real
Estate Capital Income Fund
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Asset management
fees
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1.25% of gross
assets
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1.00% of gross
assets
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1.25% of gross
assets
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1.25% of gross
assets
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2.0% of average gross
assets
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2.0% of average gross
assets
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Acquisition
fees
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1.00% of
investments
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2.25% for real estate
properties (1.00% of other investments)
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1.00% of
investments
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2.25% for real estate
properties (1.00% of other investments)
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N/A
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N/A
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Disposition
fees
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1.00% of sales
price
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2.00% for real estate
properties (1.00% of sales price for debt investments)
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1.00% of sales
price
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2.00% for real estate
properties (1.00% of sales price for debt investments)
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N/A
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N/A
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Incentive
fee
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15% of net cash flows
after an 8% return
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15% of net cash flows
after a 6.75% return(2)
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15% of net cash flows
after a 7% return
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15% of net cash
flows after a 6%
return
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20% of net cash
flows after a 7%
return(5)
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20% of net cash
flows after a 7%
return(5)
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Expense
Reimbursement:
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Operating
costs
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Greater of 2.0%
of
its average
invested assets or
25% of its net
income (net of
1.25% asset
management fee)
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Greater of 2.0%
of
its average
invested assets or
25% of its net
income (net of
1.00% asset
management fee)
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Greater of 2.0%
of its average
invested assets or
25% of its net
income (net of
1.25% asset
management fee)
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Greater of 2.0%
of its average
invested assets or
25% of its net
income (net of
1.25% asset
management fee)
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Allocable
administrative
expenses as
permitted under
the Investment
Company Act of
1940
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Allocable
administrative
expenses as
permitted under
the Investment
Company Act of
1940
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(1) NorthStar
Corporate Investment, Inc. confidentially submitted an amended
registration statement on Form N-2 to the SEC in June 2015, seeking
to raise up
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to $1.0 billion in a
public offering of common stock and intends to operate as a public,
non-traded business development company that will be
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co-sponsored by
NSAM and Och-Ziff Capital Management Group, LLC. The public
offering period is expected to commence upon its
registration
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statement being
declared effective by the SEC. This information does not constitute
an offer of any securities for sale.
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(2) The Healthcare
Strategic Partnership will be entitled to the incentive fees earned
from managing NorthStar Healthcare, of which the Company
will
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earn its proportionate
interest.
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(3) Any asset
management and other fees incurred by NorthStar/RXR New York Metro
will be shared equally between NSAM and RXR Realty, as
co-sponsors.
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(4) Any asset
management and other fees incurred by NorthStar Corporate Income
will be shared between NSAM and Och-Ziff Capital
Management,
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as
co-sponsors.
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(5) Incentive fee
calculated based on 100% of the net investment income before such
incentive fee when such hurdle rate exceeds 7% but less than
8.75%
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plus 20% when such
amount is equal to or in excess 8.75%.
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Safe Harbor Statement
This press release contains certain "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended, or
Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended, or Exchange Act. 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 NorthStar Realty Finance Corp. ("NRF"
or "NorthStar Realty") 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
synergies as well as anticipated strategic and financial benefits,
including the creation of a global real estate and asset management
leader and whether the combination of well-established institutions
will unlock significant value and generate substantially enhanced
long-term returns for shareholders; the impact of legislative,
regulatory and competitive changes; whether the proposed merger is
the correct course of action for NSAM and whether the combined
company has immense potential; adverse economic conditions and the
impact of the commercial real estate industry on our managed
companies; the ability to scale our platform; the strength and
consistency of our operating performance, profitability and
business fundamentals, including our ability to continue to deliver
strong results, including improved operating margins; the
diversification of our business, including our managed companies
and retail companies; our ability to manage assets outside of the
commercial real estate industry; the performance of NorthStar
Realty and NorthStar Realty Europe Corp. (NRE); our ability to
enhance our retail business and accelerate our capital raising, as
a result of clarity regarding NSAM's corporate strategic direction
or otherwise, including whether it will generate attractive fee
revenue; the ability of our retail companies, including NorthStar
Income II and the new offerings that are already effective or
expected to come to the retail market in the second half of 2016,
to raise capital, in the maximum offering amount or at all; whether
Northstar Income II will successfully close its offering; the
ability and timing of capital deployment at the retail companies,
including NorthStar Income II's ability to complete the recent
commitments made to acquire investments; the impact on the retail
market of the Department of Labor rule; the ability of retail
companies sponsored by AHI to raise and deploy capital; the timing
and/or acceleration of and ability to raise capital through
proposed offerings, with co-sponsors RXR Realty LLC and Och-Ziff
Capital Management Group, LLC or otherwise, including NorthStar
Corporate Income Fund, NorthStar Real Estate Capital Income Fund,
NorthStar Corporate Investment Income, Inc., follow-on offerings,
or at all; our reliance on third party sub-advisors and co-sponsors
to successfully operate and raise capital for certain of our retail
companies and the potential adverse impact on our business and
reputation if those third parties are subjected to negative press,
civil or criminal investigations or any resulting litigation or
settlements; our ability to deploy capital of our retail companies,
as well as our ability to earn any additional base management fees
or incentive fees through management of NorthStar Realty, NRE, new
and existing retail companies or otherwise; our use of leverage;
our ability to comply with any limitations, restrictions or
covenants in our financing agreements; the value of our share
price; the strength and value of Townsend's brand and franchise,
including its ability to maintain or grow its client base of
leading institutional investors, both domestically and globally;
our ability to achieve strategic benefits from the Townsend
transaction, including any increase in earnings power or partnering
together to create value for shareholders; the size and timing of
offerings or capital raises by NorthStar Realty and NRE; the
stability of our base management fees and the impact of the timing
of any liquidity events for our retail companies; our ability to
source investment opportunities on behalf of our managed and retail
companies, both in the United
States and internationally; our ability to realize the
benefits of our long-term partnership with James F. Flaherty III, including the ability to
source investment opportunities through the venture; our ability to
realize the anticipated benefits of our investments in AHI and
Island; our ability to realize any upside in NorthStar Realty's
partnerships with RXR Realty and Aerium; the monetization and other
strategic initiatives undertaken by NorthStar Realty, NRE and the
impact on our business; the diversification of NorthStar Realty's
and NRE's respective portfolios; our ability to expand or sustain
the growth of our business, including expansion internationally;
our ability to complete any potential acquisitions; our ability to
create shareholder value; our liquidity and financial flexibility;
our dividend yield; whether we repurchase any shares of our common
stock and the terms of those repurchases, if any, including our
ability to execute any repurchases through other alternatives and
whether we will realize any benefits of such alternatives; our
ability to realize the projections related to cash available for
distribution and underlying assumptions; our effective tax rate;
regulatory requirements with respect to our business and the
related cost of compliance; the impact of any conflicts in advising
our managed companies; competition for investment opportunities;
the effectiveness of our portfolio management techniques and
strategies; changes in domestic or international laws or
regulations governing various aspects of our business, including
our broker dealer and our managed companies, including the
potential impact of the U.S. Department of Labor's final rules
regarding fiduciary standards for brokers who are providing
investment advice with respect to retirement plan assets and
implementation of FINRA Rule 15-02 related to broker account
statements; our board and management composition; competition for
qualified personnel and our ability to retain key personnel; and
failure to maintain effective internal controls; and the factors
described in Item 1A. of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2015,
under the heading "Risk Factors". 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
NSAM's, Colony's and NRF'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 press release to conform these statements to
actual results.
Factors that could have a material adverse effect on our
operations and future prospects are set forth in "Risk Factors" in
our Annual Report on Form 10-K for the fiscal year ended
December 31, 2015. 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.
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, has filed with
the SEC a registration statement on Form S-4 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 FILED
BY COLONY NORTHSTAR ON JULY 29, 2016
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 AND JULY 29,
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:
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 and July 29, 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 and July 29, 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 and July 29, 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 filed by Colony NorthStar
with the SEC on July 29, 2016. 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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visit:http://www.prnewswire.com/news-releases/northstar-asset-management-group-announces-second-quarter-2016-results-300309137.html
SOURCE NorthStar Asset Management Group Inc.