| 1 Safe Harbor This presentation 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, including statements about future results, projected yields, rates of return and performance, projected cash available for distribution (“CAD”), projected cash from any single source of investment or fee stream, projected expenses, expected and weighted average return on equity, market and industry trends, investment opportunities, business conditions and other matters. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from those forward-looking statements. These factors include, among other things: our ability to complete the spin-off of our pan-European real estate properties, which we announced we are exploring on February 26, 2015; the risk relating to the spin-off of our pan-European real estate properties and operating our existing company and our pan-European real estate properties as separate companies; our ability to realize the benefits of the spin-off, including capitalization rate compression, multiple expansion, the target leverage profile, and lower cost of capital; the growth prospects of our business, including our pan-European real estate properties; the effects of becoming an externally managed company, including the payment of substantial fees to our manager, the allocation of investments by our manager among us and our manager's other managed companies, and various conflicts of interest in our relationship with NorthStar Asset Management Group Inc. (NSAM); the performance of our real estate portfolio generally; our ability to maintain dividend payments, at current or anticipated levels, or at all; the diversification of our portfolio; our ability to close on our recent commitments to acquire real estate investments, including the recent commitments to acquire portfolios of approximately $2 billion of pan-European real estate, on the terms contemplated or at all; our liquidity and financial flexibility, including the timing and amount of borrowings under our credit facilities and our ability to comply with the required affirmative and negative covenants, including the financial covenants; NSAM’s ability to source and consummate attractive investment opportunities on our behalf, both domestically and internationally; the equity and debt mix of our portfolio, including any concentration of European investments; 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 CAD per share in the coming quarters, or ever; our dividend yield; the size and timing of offerings or capital raises; our future inclusion in the MSCI U.S. REIT Index (RMS); the ability to opportunistically participate in commercial real estate refinancings; the ability to capitalize on attractive investment opportunities; our ability to realize the projections related to cash available for distribution and underlying assumptions; the projected returns on, and cash earned from, investments, including investments funded by drawings from our credit facilities and securities offerings; the European real estate market conditions; actions by government and governmental bodies in Europe; and equity and debt capital. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “believe,” “could,” “project,” “predict,” “hypothetical,” “continue,” “future” or other similar words or expressions. All forward-looking statements included in this presentation are based upon information available to NorthStar Realty Finance Corp. (the “Company”) on the date hereof and the Company is under no duty to update any of the forward-looking statements after the date of this presentation to conform these statements to actual results. The forward-looking statements involve a number of significant risks and uncertainties. Factors that could have a material adverse effect on the Company’s operations and future prospects are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, each under the section entitled “Risk Factors,” and similar documents we file with the SEC in the future. The factors set forth in the Risk Factors section and otherwise described in the Company’s filings with SEC could cause the Company’s actual results to differ significantly from those contained in any forward-looking statement contained in this presentation. The Company does not guarantee that the assumptions underlying such forward-looking statements are free from errors. Unless otherwise stated, historical financial information and other data is as of December 31, 2014. This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. The footnotes herein contain important information that is material to an understanding of this presentation and you should read this presentation only with and in context of the footnotes. |