
| 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, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act, including statements about future results, projected yields, rates of return and performance, projected cash available for distribution, projected cash from any single source of managed company or fee stream, projected expenses, market and industry trends, investment opportunities, business conditions and other matters, including, among other things: the performance of NorthStar Realty Finance Corp. (“NorthStar Realty”); the ability to scale our platform; the ability of our sponsored non-traded REITs (“NTRs”) to raise capital, in the maximum offering amount or at all; the timing of and ability to raise capital through new sponsored NTRs, with RXR Realty or at all; our ability to earn any additional base management fees or incentive fees, through management of NorthStar Realty, our partnership with Jay Flaherty or otherwise; the size and timing of offerings or capital raises by NorthStar Realty; NorthStar Realty’s ability to consummate our proposed merger with Griffin- American Healthcare REIT II, Inc. (“Griffin-American”) on the terms proposed or at all; our ability to realize any upside in NorthStar Realty’s partnerships with RXR Realty and Aerium; the occurrence of any event, change or other circumstances that could give rise to the termination of NorthStar Realty’s definitive merger agreement with Griffin-American; the NorthStar Realty’s inability to complete the merger or failure to satisfy other conditions to completion of the merger with Griffin-American; the scalability of NorthStar Realty’s investment platform, including its investments in private equity funds, healthcare real estate and commercial real estate loans; the diversification of NorthStar Realty’s portfolio; the anticipated strength and growth of our business; our liquidity and financial flexibility; our dividend yield; and our ability to realize the projections related to cash available for distribution and underlying assumptions. Forward-looking statements are generally identifiable by use of forwardlooking 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 Asset Management Group Inc. (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 Registration Statement on Form 10 and the related information statement, including the section entitled “Risk Factors”. 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 per share and other data is as of June 30, 2014. NorthStar/RXR New York Metro confidentially submitted a registration statement on Form S-11 to the SEC, seeking to raise $2.0 billion in a public offering of common stock for a public, non-traded corporation that intends to qualify as a REIT and is co-sponsored by NSAM and RXR Realty. The public offering period is expected to commence upon its registration statement being declared effective with the SEC. This information does not constitute an offer of any securities for sale. 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 endnotes 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 endnotes. |