NORTHSTAR REALTY FINANCE CORP. - FORM 8-K - EX-99.5 - EXHIBIT - August 19, 2014

Attached files

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8-K - 8-K - NORTHSTAR REALTY FINANCE CORP.nrf8-kgriffin.htm
EX-99.3 - EXHIBIT - NORTHSTAR REALTY FINANCE CORP.exhibit993-griffinroo3year.htm
EX-99.2 - EXHIBIT - NORTHSTAR REALTY FINANCE CORP.exhibit992-griffin10q.htm
EX-99.1 - EXHIBIT - NORTHSTAR REALTY FINANCE CORP.exhibit991-griffin10ka.htm
EX-23.1 - EXHIBIT - NORTHSTAR REALTY FINANCE CORP.exhibit231-consent.htm
EX-99.4 - EXHIBIT - NORTHSTAR REALTY FINANCE CORP.exhibit994-griffinroo3and6.htm
Exhibit 99.5

NORTHSTAR REALTY FINANCE CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2014 is presented as if the merger occurred on June 30, 2014.  The following unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2014 and year ended December 31, 2013 are presented as if the following occurred on January 1, 2013: (i) NorthStar completed the merger; (ii) NorthStar completed the spin-off of NorthStar’s asset management business into a separate publicly-traded company, NSAM; (iii) NorthStar acquired a $1.05 billion healthcare real estate portfolio comprised of over 8,500 beds across 38 senior housing and 42 skilled nursing facilities (“Formation Portfolio”); and (iv) NorthStar acquired a manufactured housing portfolio comprised of 71 communities containing approximately 17,000 pad rental sites (“MH2 Portfolio”) for an aggregate purchase price of $865 million (collectively, "the transactions").
The allocation of the assets acquired and liabilities assumed and issued in connection with the merger is reflected in these unaudited pro forma condensed consolidated financial statements and has been based upon preliminary estimates of the fair value of assets acquired and liabilities assumed. NorthStar has not allocated a value to intangibles but expects to do so in the future. A final determination of the fair value of the acquired assets will be based on the valuation of the tangible and intangible assets and liabilities of Griffin-American that exist as of the date of completion of the acquisition, if the acquisition is completed. Consequently, amounts preliminarily allocated to tangible assets could change significantly from those used in the pro forma condensed consolidated financial statements presented and could result in a material change in amortization of tangible assets. The fair value is a preliminary estimate and may be adjusted within one year of the proposed acquisition in accordance with U.S. GAAP.
This unaudited pro forma condensed consolidated financial information should be read in connection with the historical consolidated financial statements and notes thereto included in NorthStar’s Annual Report on Form 10-K for year ended December 31, 2013, as amended, and NorthStar’s Quarterly Report on Form 10-Q for the six months ended June 30, 2014 and is not necessarily indicative of what the actual financial position or results of operations would have been had NorthStar completed the transactions as of the beginning of the period presented, nor is it necessarily indicative of future results.  In the opinion of NorthStar’s management, the pro forma condensed consolidated financial statements include all significant necessary adjustments that can be factually supported to reflect the effects of the transactions.





















 
 
 
 
 
 
 
 
 
 
Pro Forma
 
 
 
Six Months Ended June 30, 2014 (1)
 
Pro Forma Adjustments(2)
 
Griffin-American Historical (3)
 
Merger Related Adjustments
 
Six Months Ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
154,546

 
$
—

 
$
778

 
$
—

 
$
155,324

 
Interest expense on debt and securities
 
6,389

 
—

 
—

 
—

 
6,389

 
   Net interest income on debt and securities
 
148,157

 
—

 
778

 
—

 
148,935

 
 
 
 
 
 
 
 
 
 
 
 
 
Other revenues
 
 
 
 
 
 
 
 
 
 
 
Rental and escalation income
 
147,201

 
17,484

 
144,425

 
(11,023
)
(4) 
298,087

 
Resident fee and hotel income
 
37,586

 
34,688

 
40,175

 
—

 
112,449

 
Other revenue
 
5,479

 
—

 
4

 
—

 
5,483

 
    Total other revenues
 
190,266

 
52,172

 
184,604

 
(11,023
)
 
416,019

 
Expenses
 
 
 
 
 
 
 
 
 
 
 
Other interest expense
 
83,913

 
10,255

 
10,538

 
60,683

(5) 
165,389

 
Real estate properties – operating expenses
 
73,629

 
24,388

 
66,303

 
(243
)
(6) 
164,077

 
Asset management fee expense
 
—

 
900

 
11,373

 
60,727

(7) 
73,000

 
Other expenses
 
930

 
—

 
—

 
—

 
930

 
Transaction costs
 
39,760

 
(7,500
)
 
2,743

 
—

(8) 
35,003

 
Provision for loan losses, net
 
2,719

 
—

 
—

 
—

 
2,719

 
General and administrative expenses
 
 
 
 
 
 
 
 
 

 
Salaries and related expense
 
20,720

 
—

 
—

 
—

 
20,720

 
Equity-based compensation expense
 
11,784

 
—

 
293

 
(293
)
(9) 
11,784

 
Other general and administrative expenses
 
8,102

 
227

 
6,787

 
(6,787
)
(9) 
8,329

 
    Total general and administrative expenses
 
40,606

 
227

 
7,080

 
(7,080
)
 
40,833

 
Depreciation and amortization
 
60,721

 
9,425

 
67,927

 
(27,567
)
(10) 
110,506

 
    Total expenses
 
302,278

 
37,695

 
165,964

 
86,520

 
592,457

 
Income (loss) from operations
 
36,145

 
14,477

 
19,418

 
(97,543
)
 
(27,503
)
 
Equity in earnings (losses) of unconsolidated ventures
 
63,172

 
—

 
—

 
—

 
63,172

 
Unrealized gain (loss) on investments and other
 
(198,945
)
 
(980
)
 
(9,829
)
 
9,829

(11) 
(199,925
)
 
Realized gain (loss) on investments and other
 
(45,832
)
 
—

 
—

 
—

 
(45,832
)
 
Gain (loss) from deconsolidation of N-Star CDOs
 
(31,423
)
 
—

 
—

 
—

 
(31,423
)
 
Income (loss) from continuing operations
 
(176,883
)
 
13,497

 
9,589

 
(87,714
)
 
(241,511
)
 
Income (loss) from discontinued operations
 
(6,711
)
 
—

 
—

 
—

 
(6,711
)
 
Net income (loss)
 
(183,594
)
 
13,497

 
9,589

 
(87,714
)
 
(248,222
)
 
Net (income) loss attributable to non-controlling interests
 
6,248

 
(429
)
 
(10
)
 
1,402

(12) 
7,211

 
Preferred stock dividends
 
(31,181
)
 
—

 
—

 
—

 
(31,181
)
 
Net income (loss) attributable to NorthStar Realty Finance Corp. common stockholders
 
$
(208,527
)
 
$
13,068

 
$
9,579

 
$
(86,312
)
 
$
(272,192
)
 
Net income (loss) per common share attributable to NorthStar Realty Finance Corp. common stockholders (basic/diluted)
 
$
(1.25
)
 
 
 
 
 
 
 
$
(1.19
)
(13) 




 
 
 
 
 
 
 
 
 
 
 
 
Pro Forma
 
 
 
Year Ended December 31, 2013 (1)
 
NSAM (14)
 
Pro Forma Adjustments(2)
 
Griffin-American Historical (3)
 
Merger Related Adjustments
 
Year Ended December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
303,989

 
$
—

 
$
—

 
$
535

 
$
—

 
$
304,524

 
Interest expense on debt and securities
 
38,152

 
—

 
—

 
—

 
—

 
38,152

 
Net interest income on debt and securities
 
265,837

 
—

 
—

 
535

 
—

 
266,372

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental and escalation income
 
235,492

 
—

 
76,163

 
201,561

 
(13,171
)
(4) 
500,045

 
Commission income
 
62,572

 
(62,572
)
 
—

 
—

 
—

 
—

 
Advisory and other fees - related party
 
27,301

 
(26,633
)
 
—

 
—

 
—

 
668

 
Resident fee income
 
—

 
—

 
97,408

 
2,307

 
—

 
99,715

 
Other revenue
 
5,420

 
(733
)
 
454

 
329

 
—

 
5,470

 
    Total other revenues
 
330,785

 
(89,938
)
 
174,025

 
204,197

 
(13,171
)
 
605,898

 
Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
Other interest expense
 
140,507

 
—

 
37,360

 
18,109

 
124,332

(5) 
320,308

 
Real estate properties – operating expenses
 
73,668

 
—

 
76,944

 
43,387

 
(527
)
(6) 
193,472

 
Asset management fee expense
 
—

 
—

 
3,567

 
13,751

 
103,404

(7) 
120,722

 
Commission expense
 
57,325

 
(57,325
)
 
—

 
—

 
—

 
—

 
Other expenses
 
4,703

 
—

 
—

 
—

 
—

 
4,703

 
Transaction costs
 
12,464

 
—

 
(2,177
)
 
25,501

 
—

(8) 
35,788

 
Impairment on operating real estate
 
—

 
—

 
—

 
—

 
—

 
—

 
Provision for loan losses, net
 
(8,786
)
 
—

 
—

 
—

 
—

 
(8,786
)
 
General and administrative expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
Salaries and equity-based compensation expense
 
64,726

 
(26,521
)
 
—

 
133

 
(133
)
(9) 
38,205

 
Other general and administrative expenses
 
22,511

 
(6,497
)
 
254

 
7,630

 
(7,630
)
(9) 
16,268

 
    Total general and administrative expenses
 
87,237

 
(33,018
)
 
254

 
7,763

 
(7,763
)
 
54,473

 
Depreciation and amortization
 
93,470

 

 
37,400

 
76,188

 
4,531

(10) 
211,589

 
    Total expenses
 
460,588

 
(90,343
)
 
153,348

 
184,699

 
223,977

 
932,269

 
Income (loss) from operations
 
136,034

 
405

 
20,677

 
20,033

 
(237,148
)
 
(59,999
)
 
Equity in earnings (losses) of unconsolidated ventures
 
85,477

 
—

 
—

 
—

 
—

 
85,477

 
Other income (loss)
 
38

 
—

 
—

 
—

 
—

 
38

 
Unrealized gain (loss) on investments and other
 
(34,977
)
 
—

 
(742
)
 
(15,421
)
 
15,421

(11) 
(35,719
)
 
Realized gain (loss) on investments and other
 
33,676

 
—

 
—

 
4,453

 
(4,453
)
(11) 
33,676

 
Gain (loss) from deconsolidation of N-Star CDOs
 
(299,802
)
 
—

 
—

 
—

 
—

 
(299,802
)
 
Income (loss) from continuing operations
 
(79,554
)
 
405

 
19,935

 
9,065

 
(226,180
)
 
(276,329
)
 
Income (loss) from discontinued operations
 
(8,356
)
 
(405
)
 
 
 
—

 
—

 
(8,761
)
 
Net income (loss)
 
(87,910
)
 
—

 
19,935

 
9,065

 
(226,180
)
 
(285,090
)
 
Net (income) loss attributable to non-controlling interests
 
5,973

 

 
(1,766
)
 
(14
)
 
5,809

(12) 
10,002

 
Preferred stock dividends
 
(55,516
)
 

 
 
 
—

 
—

 
(55,516
)
 
Net income (loss) attributable to NorthStar Realty Finance Corp. common stockholders
 
$
(137,453
)
 
$
—

 
$
18,169

 
$
9,051

 
$
(220,371
)
 
$
(330,604
)
 
Net income (loss) per common share attributable to NorthStar Realty Finance Corp. common stockholders (basic/diluted)
 
$
(0.65
)
 

 
 
 
 
 
 
 
$
(1.98
)
(13) 


 
 
June 30, 2014 (15)
 
Griffin-American Historical (16)
 
Pro Forma Adjustments
 
Pro Forma June 30, 2014
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
452,149

 
$
30,878

 
$
—

 
$
483,027

Restricted cash
 
265,160

 
16,345

 
(16,126
)
(17) 
265,379

Operating real estate, net
 
4,276,135

 
2,641,620

 
1,394,350

(18) 
8,312,105

Real estate debt investments, net
 
1,236,221

 
29,210

 
31,746

(19) 
1,297,177

Investments in private equity funds, at fair value
 
550,141

 
—

 
—

 
550,141

Investments in and advances to unconsolidated ventures
 
208,434

 
—

 
—

 
208,434

Real estate securities, available for sale
 
956,628

 
—

 
—

 
956,628

Receivables, net of allowance
 
45,918

 
10,110

 
(1,593
)
 
54,435

Receivables, related parties
 
1,997

 
—

 
—

 
1,997

Unbilled rent receivable
 
16,303

 
36,531

 
(36,531
)
(20) 
16,303

Derivative assets, at fair value
 
2,068

 
—

 
—

 
2,068

Deferred costs and intangible assets, net
 
154,180

 
279,898

 
(228,098
)
(21) 
205,980

Assets of properties held for sale
 
51,809

 
—

 
—

 
51,809

Other assets
 
151,703

 
2,651

 
(531
)
 
153,823

Total assets
 
$
8,368,846

 
$
3,047,243

 
$
1,143,217

 
$
12,559,306

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Mortgage and other notes payable
 
$
3,606,585

 
$
320,643

 
$
2,734,357

(17) 
$
6,661,585

CDO bonds payable
 
399,772

 
—

 
—

 
399,772

Securitization bonds payable
 
82,372

 
—

 
—

 
82,372

Credit facilities
 
101,168

 
217,300

 
(158,330
)
(17) 
160,138

Senior notes
 
481,118

 
—

 
—

 
481,118

Exchangeable senior notes
 
151,750

 
—

 
—

 
151,750

Junior subordinated notes, at fair value
 
221,445

 
—

 
—

 
221,445

Accounts payable and accrued expenses
 
113,404

 
52,285

 
(18,684
)
(22) 
147,005

Escrow deposits payable
 
109,049

 
—

 
—

 
109,049

Derivative liabilities, at fair value
 
23,807

 
27,249

 
(27,249
)
(11) 
23,807

Liabilities of properties held for sale
 
28,962

 
—

 
—

 
28,962

Other liabilities
 
92,188

 
84,283

 
(65,923
)
(23) 
110,548

Total liabilities
 
5,411,620

 
701,760

 
2,464,171

 
8,577,551

 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
 
NorthStar Realty Finance Corp. Stockholders’ Equity
 
 
 
 
 
 
 

Preferred stock
 
939,166

 
—

 
—

 
939,166

Common stock
 
1,886

 
2,933

 
(2,321
)
(24) 
2,498

Additional paid-in capital
 
2,939,195

 
2,667,638

 
(1,566,950
)
(24) 
4,039,883

Retained earnings (accumulated deficit)
 
(1,067,970
)
 
(366,901
)
 
290,130

(24) 
(1,144,741
)
Accumulated other comprehensive income (loss)
 
40,985

 
39,676

 
(39,676
)
(24) 
40,985

     Total NorthStar Realty Finance Corp. stockholders’ equity
 
2,853,262

 
2,343,346

 
(1,318,817
)
 
3,877,791

Non-controlling interests
 
103,964

 
2,137

 
(2,137
)
(12) 
103,964

Total equity
 
2,957,226

 
2,345,483

 
(1,320,954
)
 
3,981,755

Total liabilities and equity
 
$
8,368,846

 
$
3,047,243

 
$
1,143,217

 
$
12,559,306

         


_____________________


(1)
Represents NorthStar's unaudited and audited condensed consolidated statement of operations for the six months ended June 30, 2014 and year ended December 31, 2013, respectively.
(2)
Represents the prorated impact to certain revenues and expenses of the Formation Portfolio and the MH2 Portfolio for the periods presented.
(3)
Represents unaudited and audited financial statements of Griffin-American for the six months ended June 30, 2014 and year ended December 31, 2013, respectively. Certain balances reported in Griffin-American’s financial statements have been reclassified to conform to NorthStar’s presentation.
(4)
Represents the elimination of Griffin-American’s straight-line rent of $11.9 million and $15.1 million offset by the elimination of amortization of above and below-market leases of $0.9 million and $1.9 million for the six months ended June 30, 2014 and year ended December 31, 2013, respectively.
(5)
Represents interest expense expected to be incurred on the new borrowings used to finance the merger including related amortization of deferred financing costs of $71.2 million and $142.4 million offset by an adjustment to eliminate Griffin-American’s historical interest expense of $10.5 million and $18.1 million for the six months ended June 30, 2014 and year ended December 31, 2013, respectively.
(6)
Represents the elimination of Griffin-American’s related party property management fee expense offset by a comparable management fee to be paid by NorthStar to third parties and the elimination of amortization of above and below-market leasehold interests and straight-line ground rent of $0.2 million and $0.5 million for the six months ended June 30, 2014 and year ended December 31, 2013, respectively.
(7)
Represents an adjustment to eliminate Griffin-American’s related party asset management fee expense of $11.4 million and $13.8 million and add the estimated NSAM management fee expense of $72.1 million and $117.2 million for the six months ended June 30, 2014 and year ended December 31, 2013, respectively. The computation for the pro forma adjustment related to the base management fee to NSAM is summarized as follows (dollars in thousands):
 
 
Six Months Ended
June 30, 2014
 
Year Ended December 31, 2013
Base Management fee
 
$
49,589

 
$
100,000

Add:(i)
 
 
 
 
Common and preferred equity raised (ii)
 
6,247

 
374

Equity issued from exchangeable senior notes (iii)
 
2,811

 
6

RXR Realty asset management business (iv)
 
4,959

 
301

Aerium Investment (iv)
 
301

 
—

Equity issued for the Merger (v)
 
8,192

 
16,474

Total pro forma NorthStar Realty management fee (vi)
 
$
72,099

 
$
117,155

_______________________
(i)
Amounts are prorated based on number of days outstanding for the respective item through June 30, 2014 and December 31, 2013, respectively.
(ii)
Represents 1.5% per annum of the net proceeds of all common equity and preferred equity issued by NorthStar after December 10, 2013 through June 30, 2014 and December 31, 2013, respectively. NorthStar raised net proceeds in common equity of $649.3 million on December 17, 2013 and net proceeds in common and preferred equity of $760.0 million in May 2014.
(iii)
Represents 1.5% per annum of NorthStar equity issued in exchange or conversion of exchangeable senior notes based on the stock price at the date of issuance. On December 31, 2013, January 31, 2014 and April 30, 2014 11.5 million, 15.7 million, and 5.5 million shares of common stock, respectively, were issued in connection with the conversion of exchangeable senior notes of NorthStar. Also represents 1.5% per annum of NorthStar equity issued in connection with certain transactions.
(iv)
Represents the annual base management fee related to RXR Realty’s asset management business and the Aerium Investment, the fee was calculated based on $10 million per annum from the date NorthStar entered into each agreement.
(v)
Represents 1.5% per annum of the common equity to be issued to Griffin-American in connection with the merger. NorthStar is expected to issue approximately $1.1 billion of common equity.
(vi)
Based on adjusted pro forma CAD per share, NSAM would not have met the necessary hurdle to receive any incentive fee for the periods presented.

(8)
Represents an adjustment to exclude transaction costs incurred in connection with the merger.
(9)
Represents an adjustment to eliminate Griffin-American’s equity-based compensation expense and other general and administrative expenses. In connection with the merger agreement, all unamortized restricted shares will become fully vested and therefore the expense will no longer be recognized. In addition, all general and administrative expenses have been eliminated as such costs will be included in the estimated NSAM management fee expense.
(10)
Represents an adjustment to eliminate Griffin-American’s depreciation and amortization of $67.9 million and $76.2 million and add NorthStar’s estimated depreciation and amortization over 40 years using the straight-line method of $40.3 million and $80.7 million for the six months ended June 30, 2014 and year ended December 31, 2013, respectively.


(11)
Represents the elimination of Griffin-American’s realized and unrealized gains (losses) related to foreign currency transactions. All foreign currency related derivatives will be required to be settled prior to the merger; such settlement will be financed with borrowings on the Griffin-American credit facility.
(12)
Represents NorthStar's non-controlling interest allocated to its operating partnership based on weighted average shares outstanding for the respective periods.
(13)
Weighted average shares used to compute basic and diluted earnings per share represents the number of weighted average shares of NorthStar's common stock taking into effect the one-for-two reverse stock split and the issuance of approximately 61.2 million shares (assuming $18.00 share price) of NorthStar’s stock, both considered to have occurred on January 1, 2013 in connection with the merger. The weighted average number of shares outstanding was 228.6 million and 166.9 million for the six months ended June 30, 2014 and year ended December 31, 2013, respectively. The stock portion will be subject to a collar such that Griffin-American Holders will receive 0.1859 NorthStar Realty shares if NorthStar Realty's stock price is above $20.17 per share at closing and 0.2344 NorthStar shares if NorthStar's stock price is below $16.00 at closing. If NorthStar's stock price at closing is between $16.00 and $20.17 per share, Griffin-American Holders will receive a number of NorthStar shares between 0.1859 and 0.2344, equal to $3.75 in value. If the stock price is $16.00 at closing, the weighted average number of shares outstanding and earnings per share ("EPS") would be 236.2 million and 174.8 million and $(1.15) and $(1.89) for the six months ended June 30, 2014 and year ended December 31, 2013, respectively. If the stock price is $20.17 at closing, the weighted average number of shares outstanding and EPS would be 221.9 million and 160.5 million and $(1.23) and $(2.06) for the six months ended June 30, 2014 and year ended December 31, 2013, respectively.
(14)
Represents adjustments to reclassify NorthStar’s historical asset management business to discontinued operations for the year ended December 31, 2013 in connection with the spin-off. This adjustment is already reflected in NorthStar’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2014.
(15)
Represents NorthStar's unaudited condensed consolidated balance sheet as of June 30, 2014.
(16)
Represents Griffin-American’s unaudited consolidated balance sheet as of June 30, 2014. Certain balances reported in Griffin-American’s financial statements have been reclassified to conform to NorthStar’s presentation.
(17)
Represents the issuance of $3.06 billion in fixed and floating rate mortgage notes at an estimated weighted average interest rate of 4.20% and borrowings under NorthStar's credit facility of $59.0 million to finance the merger. In addition, such amounts, including most of Griffin-American's restricted cash will be used to pay the existing Griffin-American borrowings of $658.4 million. If market rates of interest on the variable debt changed by a 1/8 of 1% variance, then the increase or decrease on the variable debt interest expense would be approximately $0.6 million and $1.2 million for the six months ended June 30, 214 and year ended December 31, 2013, respectively.
(18)
Represent adjustments in connection with the proposed merger. For purposes of these pro forma financial statements, the aggregate purchase price of $4.0 billion has been recorded as operating real estate, net. NorthStar is in the process of allocating the purchase price. The fair value is a preliminary estimate and may be adjusted within one year of the proposed merger in accordance with U.S. GAAP.
(19)
Represents the funding of real estate debt investments subsequent to June 30, 2014 by borrowing on the Griffin-American line of credit.
(20)
Represents the elimination of Griffin-American's unbilled rent receivable.
(21)
Represents an adjustment to eliminate Griffin-American’s historical intangible assets, net of $279.9 million and addition of estimated deferred financing costs related to the merger of $51.8 million. NorthStar has not allocated a value to intangibles but expects to do so in the future.
(22)
Represents the elimination of certain Griffin-American payables such as accrued distributions to Griffin-American common stockholders that will be settled prior to the merger by borrowing on the Griffin-American line of credit and the Griffin-American accrued straight-line ground rent.
(23)
Represents the elimination of certain Griffin-American intangible and other liabilities of $65.9 million primarily attributable to Griffin-American's historical purchase price allocation adjustments.
(24)
Represents the elimination of Griffin-American’s equity as all outstanding shares will be purchased by NorthStar. NorthStar is expected to issue approximately $1.1 billion of shares in connection with the merger. Additionally, retained earnings include an adjustment of $127.5 million for expected transaction costs not yet reflected in the historical financial statements.



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NORTHSTAR REALTY FINANCE CORP. Reports