NRF Northstar Realty Finance Corp. (New)

NEW YORK, Aug. 4, 2016 /PRNewswire/ --

Second Quarter 2016 Highlights

• U.S. GAAP net (loss) to common stockholders of ($115.6) million, or ($0.64) per diluted share and cash available for distribution ("CAD") of $102.8 million, or $0.56 per share
  
  
• Second quarter dividend of $0.40 per share
  
  
• Announced a tri-party merger with NSAM and Colony Capital, Inc. to create a world-class diversified real estate and investment management platform with $58 billion of AUM
  
  
• $2.0 billion of completed asset monetizations which generated $1.0 billion of liquidity over the last three quarters
  
  
• Additional $2.5 billion of asset sales under contract expected to generate $0.9 billion of liquidity
  
  
• Assets for sale with executed term sheets would generate $0.5 billion of additional liquidity

NorthStar Realty Finance Corp. (NYSE: NRF) ("NorthStar Realty") today announced its results for the second quarter ended June 30, 2016.

Second Quarter 2016 Results

NorthStar Realty reported U.S. GAAP net (loss) to common stockholders for the second quarter 2016 of ($115.6) million, or ($0.64) per diluted share. NorthStar Realty reported CAD for the second quarter 2016 of $102.8 million, or $0.56 per share. Second quarter 2016 CAD includes the impact of foregone CAD of approximately $9.6 million, or $0.05 per share, relating to real estate private equity funds which NorthStar Realty entered into agreements to sell as of March 31, 2016 (discussed further below).

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 are pleased that NRF could be a party to the merger with NSAM and Colony, which will create a world-class diversified real estate and investment management platform.  Following the merger, NRF's shareholders can realize the full benefits of the substantial asset monetizations and the resulting attractive financial profile of the combined company as an internally managed REIT."

Jonathan A. Langer, Chief Executive Officer, commented, "Our second quarter results were in-line with expectations driven by consistent operating performance across the majority of our real estate business lines.  Our hotels have experienced increased pressure in performance which is primarily related to displacement of room revenue resulting from planned renovations and generally sluggish industry conditions.  In addition to advanced planning efforts relating to the tri-party merger, we continue to focus on asset monetization opportunities and are extremely pleased with our progress to date."

Proposed Merger - Colony NorthStar, Inc. ("Colony NorthStar")

On June 2, 2016, NorthStar Realty, NSAM 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 NorthStar Realty's, NSAM's and Colony Capital's websites.

Portfolio Results and Performance Metrics

Below are portfolio results and performance metrics for the second quarter 2016. Same-store results are presented for direct real estate properties that NorthStar Realty owned during the full quarter ended June 30, 2015 and full quarter ended June 30, 2016. For private equity fund investments and financial investments such as loans, securities and CDO equity, information presented represents second quarter 2016 results compared to first 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 second quarter 2016, combined healthcare portfolio NOI was $94.5 million.
  
  
• For portfolios owned during the full quarters ended June 30, 2015 and 2016, combined healthcare portfolio NOI was $94.2 million for the second quarter 2016, compared to combined healthcare portfolio NOI of $91.0 million for the second quarter 2015.

Medical Office Buildings

• For the second quarter 2016, NOI was $25.7 million, remaining lease term was 6.5 years and occupancy was 89.7%.
  
  
• For portfolios owned during the full quarters ended June 30, 2015 and 2016, NOI was $25.4 million, remaining lease term was 6.5 years and occupancy was 89.7% for the second quarter 2016, compared to NOI of $25.2 million, remaining lease term of 6.8 years and occupancy of 91.0% for the second quarter 2015.

Senior Housing – Operating

• For the second quarter 2016, NOI was $20.5 million and occupancy was 89.0%.
  
  
• For portfolios owned during the full quarters ended June 30, 2015 and 2016 and adjusted to include NOI from a portfolio which transitioned from triple net lease to operating during 2015, NOI was $20.5 million and occupancy was 89.0% for the second quarter 2016, compared to NOI of $18.8 million and occupancy of 89.3% for the second quarter 2015.

Senior Housing – Triple Net Lease

• For the second quarter 2016, NOI was $14.8 million, remaining lease term was 12.1 years and lease (EBITDAR) coverage was 1.6x.
  
  
• For portfolios owned during the full quarters ended June 30, 2015 and 2016 and adjusted to exclude NOI from a portfolio which transitioned from triple net lease to operating during 2015, NOI was $14.8 million, remaining lease term was 12.1 years and lease (EBITDAR) coverage was 1.6x for the second quarter 2016, compared to NOI of $14.5 million, remaining lease term of 11.7 years and lease (EBITDAR) coverage was 1.4x for the second quarter 2015.

Skilled Nursing Facilities

• For the second quarter 2016, NOI was $28.5 million, remaining lease term was 8.2 years and lease (EBITDAR) coverage was 1.5x.
  
  
• For portfolios owned during the full quarters ended June 30, 2015 and 2016, NOI was $28.5 million, remaining lease term was 8.2 years and lease (EBITDAR) coverage was 1.5x for the second quarter 2016, compared to NOI of $27.8 million, remaining lease term of 9.2 years and lease (EBITDAR) coverage was 1.4x for the second quarter 2015.

Hospitals

• For the second quarter 2016, NOI was $5.0 million, remaining lease term was 12.4 years and lease (EBITDAR) coverage was 3.3x, compared to NOI of $4.7 million, remaining lease term of 13.4 years and lease (EBITDAR) coverage was 3.3x for the second quarter 2015.

Hotels

• For the second quarter 2016, EBITDA was $83.1 million, RevPAR was $102.1, WA occupancy was 79.2% and EBITDA margin was 37.4%.
  
  
• For portfolios owned during the full quarters ended June 30, 2015 and 2016, EBITDA was $76.5 million, RevPAR was $101.7, WA occupancy was 78.8% and EBITDA margin was 37.9% for the second quarter 2016, compared to EBITDA of $77.1 million, RevPAR of $101.5, WA occupancy of 78.9% and EBITDA margin of 38.3% for the second quarter 2015.
  
  
• For portfolios owned during the full quarters ended June 30, 2015 and 2016 and excluding hotels which were under renovation during the second quarter 2016, EBITDA was $62.2 million, RevPAR was $104.4, WA occupancy was 80.4% and EBITDA margin was 38.9% for the second quarter 2016, compared to EBITDA of $59.4 million, RevPAR of $101.0, WA occupancy of 78.4% and EBITDA margin of 38.5% for the second quarter 2015.

Manufactured Housing Communities

• For the second quarter 2016, NOI was $33.0 million, WA monthly rent was $498.8 and economic occupancy was 85.4%.
  
  
• For portfolios owned during the full quarters ended June 30, 2015 and 2016, NOI was $30.6 million, WA monthly rent was $505.7 and economic occupancy was 85.9% for second quarter 2016, compared to NOI of $28.7 million, WA monthly rent of $487.2 and economic occupancy of 85.4% for the second quarter 2015.

Net Lease Real Estate

• For the second quarter 2016, NOI was $13.5 million, remaining lease term was 9.2 years and occupancy was 98.2%.
  
  
• For portfolios owned during the full quarters ended June 30, 2015 and 2016, NOI was $13.5 million, remaining lease term was 9.2 years and occupancy was 98.2% for the second quarter 2016, compared to NOI of $14.2 million, remaining lease term of 9.7 years and occupancy of 99.1% for the second quarter 2015.

Multifamily Real Estate

• For the second quarter 2016, NOI was $6.5 million, occupancy was 95.5%, WA monthly rent was $861.6 and NOI margin was 55.0%.
  
  
• For portfolios owned during the full quarters ended June 30, 2015 and 2016, NOI was $4.8 million, occupancy was 95.1%, WA monthly rent was $825.3 and NOI margin was 53.0% for the second quarter 2016, compared to NOI of $4.3 million, occupancy of 94.0%, WA monthly rent of $798.6 and NOI margin of 53.0% for the second quarter 2015
  
  
• Excluding the 6 multifamily properties NorthStar Realty has definitive agreements to sell, NOI was $1.7 million for the second quarter 2016.

Multi-tenant Office Real Estate

• For portfolios owned during the full quarters ended June 30, 2015 and 2016, NOI was $3.2 million, remaining lease term was 2.5 years, occupancy was 86.2% and NOI margin was 60.2% for the second quarter 2016, compared to NOI of $3.0 million, remaining lease term of 3.3 years, occupancy of 89.6% and NOI margin of 58.9% for the second quarter 2015.

Interest in Private Equity Funds

• 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%. Second quarter 2016 results and carrying value as of June 30, 2016 exclude the real estate private equity funds which NorthStar Realty entered into an agreement to sell as of March 31, 2016. For the first quarter 2016, aggregate gross distributions were $82.9 million, of which $37.6 million was income and aggregate contributions totaled $1.0 million. As of March 31, 2016, aggregate portfolio net carrying value was $825.3 million with a yield of 14.7%.

Balance Sheet Loans

• 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%. For the first quarter 2016, aggregate portfolio income was $13.0 million. During the first quarter 2016, asset sales and repayments totaled $191.5 million net of $46.9 million of financing. As of March 31, 2016, aggregate portfolio carrying value was $319.7 million, net of $25.2 million of financing, with a yield on equity of 9.9%, excluding loans with a net carrying value of $116.0 million which repaid or sold in April 2016.

N-Star CDO Bonds and Other Securities

• 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. For the first quarter 2016, aggregate portfolio income earned was $16.0 million, which includes $5.2 million related to repurchased CDO bonds that are eliminated in consolidation. As of March 31, 2016, the principal amount of the portfolio, excluding repurchased CDO bonds that are eliminated in consolidation, was $430.6 million with an amortized cost of $212.4 million and a yield of 19.1%. As of March 31, 2016, the principal amount of repurchased CDO bonds that are eliminated in consolidation was $139.7 million.

CDO Equity and Other Income

• For the second quarter 2016, aggregate CDO equity distributions and other income was $13.9 million. For the first quarter 2016, aggregate CDO equity distributions and other income was $25.5 million.

Asset Divestitures

Commercial Real Estate

• During the second quarter 2016, NorthStar Realty sold four multifamily properties for $126 million which resulted in NorthStar Realty receiving net proceeds of approximately $33 million. NorthStar Realty generated an IRR of approximately 16.3% on its invested equity.
  
  
• NorthStar Realty has definitive agreements to sell six multifamily properties for $181 million which will result in NorthStar Realty receiving net proceeds of approximately $53 million. NorthStar Realty expects to generate an IRR of approximately 17.2% on its invested equity. We expect these transactions will close in the third quarter 2016; however, there is no assurance these transactions will close on the terms anticipated, if at all.
  
  
• NorthStar Realty has 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 executed a term sheet to sell a minority interest in its healthcare real estate portfolio and executed a term sheet to sell its interests in a net lease industrial real estate portfolio. Together, these sales would generate net proceeds of approximately $500 million for NorthStar Realty. There is no assurance these transactions will close on the terms anticipated, if at all.
  
  
• NorthStar Realty is evaluating the sale of a portion of its medical office building portfolio through an advisor.

Commercial Real Estate Loans, Corporate Debt Investments and Securities

• During the second quarter 2016, NorthStar Realty sold and received repayment of certain commercial real estate loans which resulted in NorthStar Realty receiving net proceeds of $116 million. NorthStar Realty generated an IRR of approximately 11.0% on its invested equity.
  
  
• NorthStar Realty continues to evaluate additional sales and/or accelerated repayments of its commercial real estate loans and securities.

Real Estate Private Equity

• NorthStar Realty entered into an agreement, subject to certain conditions, to sell its interests in 41 real estate private equity funds. This transaction will result in NorthStar Realty receiving net proceeds of $247 million and being relieved of approximately $44 million in future funding obligations. NorthStar Realty anticipates to receive these proceeds in the fourth quarter 2016; however, there is no assurance this transaction will close on the terms anticipated, if at all.
  
  
• NorthStar Realty continues to evaluate additional sales of its real estate private equity fund investments.

NorthStar Realty Total Assets

• Assets as of June 30, 2016 totaled approximately $19.7 billion or pro forma for asset monetization initiatives as of August 2, 2016, assets are approximately $17.4 billion.
  
  
• Approximately 90% of the $17.4 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

Earnings Conference Call

NorthStar Realty will host a conference call to discuss second quarter 2016 financial results on August 4, 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 888-690-2877, or for international callers, by dialing 913-312-1444, and using passcode 8705496.

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 8705496.

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.

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 June 30, 2016 (dollars in thousands):

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 June 30, 2016 (dollars in thousands):

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 synergies as well as anticipated strategic and financial benefits; 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; 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 as an internally managed REIT; 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 operating performance; the underperformance of our hotel business and whether its sluggish conditions 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; the amount and timing of stock repurchases pursuant to our stock repurchase program or an additional stock repurchase program, if any; 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, 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 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.

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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SOURCE NorthStar Realty Finance Corp.