UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| Filed by the Registrant | þ |
| Filed by a Party other than the Registrant | ¨ |
Check the appropriate box:
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| þ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
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| NORTHSTAR REAL ESTATE INCOME TRUST, INC. |
| (Name of Registrant as Specified in Its Charter) |
| [N/A] |
| (Name of Person(s) Filing Proxy Statement if other than Registrant) |
Payment of Filing Fee (Check the appropriate box):
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| | |
| þ | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| ☐ | (1) | Title of each class of securities to which transaction applies: |
| ☐ | (2) | Aggregate number of securities to which transaction applies: |
| ☐ | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| ☐ | (4) | Proposed maximum aggregate value of transaction: |
| ☐ | (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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| ☐ | (2) | Form, Schedule or Registration Statement No.: |
| ☐ | (3) | Filing Party: |
| ☐ | (4) | Date Filed: |
IMPORTANT SPECIAL MEETING OF STOCKHOLDERS
PLEASE VOTE YOUR PROXY TODAY
December 14, 2017
Dear Stockholder:
We recently mailed you proxy materials in connection with the Special Meeting of Stockholders of NorthStar Real Estate Income Trust, Inc. (“NorthStar I”) scheduled to be held on January 18, 2018. Your participation in this important vote is requested. Please vote your proxy today.
As set forth in the material sent to you, at the Special Meeting, NorthStar I stockholders are being asked to approve the merger of NorthStar I and NorthStar Real Estate Income II, Inc. in all-stock mergers with and into Colony NorthStar Credit Real Estate, Inc., as well as other related proposals as described in the joint proxy statement/prospectus.
The board of directors of NorthStar I, upon the unanimous recommendation of its special committee, unanimously recommends that NorthStar I stockholders vote “FOR” the NorthStar I merger proposal, “FOR” the NorthStar I first charter amendment proposal, “FOR” the NorthStar I second charter amendment proposal and “FOR” the NorthStar I adjournment proposal.
Approval of the NorthStar I merger proposal and the NorthStar I charter amendment proposals requires the affirmative vote of the holders of a majority of the outstanding shares of NorthStar I common stock entitled to vote on such proposals. Accordingly, every vote, large and small, is important. If you abstain or fail to vote your shares, this will have the same effect as a vote “against” such proposals.
Please vote your shares today. Telephone and internet voting are available by following the instructions on the proxy card or voting form sent to you. Please vote today to participate in this important vote regarding the future of your investment.
Thank you for your cooperation and continued support.
Sincerely,
Daniel R. Gilbert
Chairman, Chief Executive Officer and President
