Management Agreements and Managed Companies | 3 Months Ended |
Mar. 31, 2015 |
Management Agreements [Abstract] | |
Management Agreements and Managed Companies | Management Agreements and Managed Companies |
NorthStar Realty |
Management Agreement |
Upon completion of the spin-off, the Company entered into a management agreement with NorthStar Realty for an initial term of 20 years, which will be automatically renewed for additional 20-year terms each anniversary thereafter unless earlier terminated. As asset manager, the Company is responsible for NorthStar Realty’s day-to-day operations, subject to the supervision of the NorthStar Realty board of directors. Through its global network of subsidiaries and branch offices, the Company performs services and activities relating to, among other things, investments and financing, portfolio management and other administrative services, such as accounting and investor relations, to NorthStar Realty and its subsidiaries other than NorthStar Realty’s commercial real estate loan origination business. The management agreement with NorthStar Realty provides for a base management fee and incentive fee. |
Base Management Fee |
For the three months ended March 31, 2015, the Company earned $45.3 million related to the base management fee, which is recorded in receivable, related parties on the consolidated balance sheets. The management contract with NorthStar Realty commenced on July 1, 2014, and as such, there were no management fees earned for the three months ended March 31, 2014. The base management fee from NorthStar Realty will increase subsequent to March 31, 2015 by an amount equal to 1.5% per annum of the sum of: |
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• | cumulative net proceeds of all future common equity and preferred equity issued by NorthStar Realty; | | | | | | | |
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• | equity issued by NorthStar Realty in exchange or conversion of exchangeable senior notes based on the stock price at the date of issuance; | | | | | | | |
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• | any other issuances by NorthStar Realty of common equity, preferred equity or other forms of equity, including but not limited to LTIP Units (excluding equity-based compensation, but including issuances related to an acquisition, investment, joint venture or partnership); and | | | | | | | |
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• | cumulative cash available for distribution (“CAD”) of NorthStar Realty in excess of cumulative distributions paid on common stock, LTIP units or other equity awards beginning the first full calendar quarter after the spin-off. | | | | | | | |
Additionally, NorthStar Realty’s equity interest in RXR Realty LLC (“RXR Realty”) and Aerium Group is structured so that the Company is entitled to the portion of distributable cash flow from each investment in excess of the $10.0 million minimum annual base amount. |
Incentive Fee |
For the three months ended March 31, 2015, the Company earned $2.9 million related to the incentive fee, which is recorded in receivable, related parties on the consolidated balance sheets. The incentive fee is calculated and payable quarterly in arrears in cash, equal to: |
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• | the product of: (a) 15.0% and (b) CAD of NorthStar Realty before such incentive fee, divided by the weighted average shares outstanding of NorthStar Realty for the calendar quarter, when such amount is in excess of $0.39 per share of NorthStar Realty but less than $0.45 per share of NorthStar Realty; plus | | | | | | | |
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• | the product of: (a) 25.0% and (b) CAD of NorthStar Realty before such incentive fee, divided by the weighted average shares outstanding of NorthStar Realty for the calendar quarter, when such amount is equal to or in excess of $0.45 per share of NorthStar Realty; | | | | | | | |
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• | multiplied by the weighted average shares outstanding of NorthStar Realty for the calendar quarter. | | | | | | | |
In addition, the Company may also earn an incentive fee from NorthStar Realty’s healthcare investments in connection with the Company’s Healthcare Strategic Partnership (refer to Note 5). |
Weighted average shares represents the number of shares of NorthStar Realty’s common stock, LTIP Units or other equity-based awards (with some exclusions), outstanding on a daily weighted average basis. With respect to the base management fee, all equity issuances are allocated on a daily weighted average basis during the fiscal quarter of issuance. |
Furthermore, if NorthStar Realty were to spin-off any asset or business in the future, including the NRF Proposed European Spin, such entity would be managed by the Company on terms substantially similar to those set forth in the management agreement between the Company and NorthStar Realty. The management agreement further provides that the aggregate base management fee in place immediately after any future spin-off will not be less than the aggregate base management fee in place at NorthStar Realty immediately prior to such spin-off. |
Payment of Costs and Expenses and Expense Allocation |
NorthStar Realty is responsible for all of its direct costs and expenses and will reimburse the Company for costs and expenses incurred by the Company on its behalf. In addition to NorthStar Realty’s costs and expenses, following the spin-off, NorthStar Realty is obligated to reimburse the Company for additional costs and expenses incurred by the Company for an amount not to exceed the following: (i) 20.0% of the combined total of: (a) NorthStar Realty’s general and administrative expenses as reported in its consolidated financial statements excluding: (1) equity-based compensation expense, (2) non-recurring items, (3) fees payable to the Company under the terms of the management agreement and (4) any allocation of expenses from NorthStar Realty (“NorthStar Realty G&A”); and (b) the Company’s general and administrative expenses as reported in its consolidated financial statements, excluding equity-based compensation expense and adding back any costs or expenses allocated to any of the Managed Companies, less (ii) the NorthStar Realty G&A. For the three months ended March 31, 2015, the Company allocated $2.0 million to NorthStar Realty, which is recorded in receivables, related parties in the consolidated balance sheets. In addition, NorthStar Realty will pay directly or reimburse the Company for an allocable portion of any severance paid pursuant to any employment, consulting or similar service agreements in effect between the Company and any of its executives, employees or other service providers. |
Sponsored Companies |
The following table presents a summary of the fee arrangements with the current Sponsored Companies: |
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| | NorthStar | | NorthStar | | NorthStar | | NorthStar/RXR |
| | Income | | Healthcare | | Income II | | New York Metro(9) |
Offering amount(1) | | $1.1 billion | | $1.8 billion(8) | | $1.65 billion | | $2.0 billion |
Total raised through May 6, 2015 (2) | | $1.2 billion | | $1.2 billion | | $560 million | | -10 |
Primary strategy | | CRE Debt | | Healthcare Equity and Debt | | CRE Debt | | New York City CRE Equity and Debt |
Primary offering period | | Completed July 2013 | | Ends February 2017(8) | | Ends May 2016(11) | | Ends February 2017(11) |
Asset Management and Other Fees: | | | | | | | | |
Asset management fees (3) | | 1.25% of assets | | 1.00% of assets | | 1.25% of assets | | 1.25% of assets |
Acquisition fees (4) | | 1.00% of investment | | 2.25% for real estate properties | | 1.00% of investment | | 2.25% for real estate properties |
1.00% of other investments | 1.00% of other investments |
Disposition fees (5) | | 1.00% of sales price | | 2.00% for real estate properties | | 1.00% of sales price | | 2.00% for real estate properties |
1.00% of sales price for debt investments | 1.00% of sales price for debt investments |
Incentive payments (6) | | 15.00% of net cash flows after an 8.00% return | | 15.00% of net cash flows after a 6.75% return(7) | | 15.00% of net cash flows after a 7.00% return | | 15.00% of net cash flows after a 6.00% return |
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-1 | Represents amount of shares registered to offer pursuant to each Sponsored Company’s public offering and includes the follow-on public offering of up to $700 million for NorthStar Healthcare. | | | | | | | |
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-2 | Includes capital raised through dividend reinvestment plans. | | | | | | | |
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-3 | Assets represent principal amount funded or allocated for debt investments originated or acquired and the cost of all other investments, including expenses and any financing attributable to such investments, less any principal received on debt and securities investments (or the Company’s proportionate share thereof in the case of an investment made in a joint venture). | | | | | | | |
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-4 | Calculated based on the amount funded or allocated by the Sponsored Companies to originate or acquire investments, including acquisition expenses and any financing attributable to such investments (or the proportionate share thereof in the case of an equity investment made through a joint venture). | | | | | | | |
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-5 | Calculated based on contractual sales price of each investment sold. | | | | | | | |
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-6 | The Company is entitled to receive distributions equal to 15% of net cash flow of the respective Sponsored Company, whether from continuing operations, repayment of loans, disposition of assets or otherwise, but only after stockholders have received, in the aggregate, cumulative distributions equal to their invested capital plus the respective cumulative, non-compounded annual pre-tax return (as noted in the table above) on such invested capital. | | | | | | | |
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-7 | The Healthcare Strategic Partnership is entitled to the incentive fees earned from managing NorthStar Healthcare, of which the Company earn its proportionate interest (refer to Note 5). | | | | | | | |
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-8 | NorthStar Healthcare successfully completed its public offering on February 2, 2015 by raising $1.1 billion in capital. The Company began raising capital for NorthStar Healthcare’s follow-on public offering at the end of February 2015. | | | | | | | |
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-9 | Any asset management and other fees incurred by NorthStar/RXR New York Metro will be shared between the Company and RXR Realty as co-sponsors. | | | | | | | |
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-10 | The Company expects to begin raising capital for NorthStar/RXR New York Metro in the second half of 2015. | | | | | | | |
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-11 | Offering period subject to extension as determined by the board of directors of each Sponsored Company. | | | | | | | |
For the three months ended March 31, 2015 and 2014, the Company earned $13.1 million and $8.7 million respectively, of asset management and other fees from the Sponsored Companies. |
In addition to the Sponsored Companies described above, NorthStar Corporate Income, Inc. (“NorthStar Corporate”) confidentially submitted its registration statement on Form N-2 to the SEC in December 2014. NorthStar Corporate seeks to raise up to $1.0 billion in a public offering of common stock. NorthStar Corporate is structured as a non-diversified, closed-end management investment company that intends to elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended. NorthStar Corporate intends to engage OZ Institutional Credit Management LP (“OZ Credit Management”) an affiliate of Och-Ziff Capital Management Group, LLC (“Och-Ziff”), an alternative asset manager, to serve as the sub-advisor to manage NorthStar Corporate’s investments and oversee operations. Any asset management and other fees incurred by NorthStar Corporate will be shared between the Company and OZ Credit Management as co-sponsors. NorthStar Corporate intends to invest in senior and subordinate loans to middle-market companies. |
Pursuant to each of the advisory agreements with the Company’s current Sponsored Companies, the Company may determine, in its sole discretion, to defer or waive, in whole or in part, certain asset management and other fees incurred. In considering whether to defer or waive any such fees, the Company evaluates the specific facts and circumstances surrounding the incurrence of a particular fee and makes its decision on a case by case basis. |
Distribution Support |
NorthStar Realty committed to invest up to $10.0 million in each of the Sponsored Companies that are in their offering stage. In addition, consistent with its past practices, NorthStar Realty will commit up to $10.0 million for distribution support in any Sponsored Company that the Company may sponsor, up to a total of five new companies per year. |
The distribution support agreement related to NorthStar/RXR New York Metro Income, Inc. (“NorthStar/RXR New York Metro”) is an obligation of both NorthStar Realty and RXR Realty, where each agreed to purchase up to an aggregate of $10.0 million in Class A common stock during the two-year period following commencement of the offering, with NorthStar Realty and RXR Realty agreeing to purchase 75% and 25% of any shares purchased, respectively. |
Payment of Costs and Expenses and Expense Allocation |
In addition, the Company is entitled to certain expense allocations for costs paid on behalf of its Sponsored Companies which include: (i) reimbursement for organization and offering costs such as professional fees and other costs associated with the formation and offering of the Sponsored Company; and (ii) reimbursement for direct and indirect operating costs such as certain salaries, equity-based compensation and professional and other costs associated with managing the operations of the Sponsored Company. The following table presents a summary of the expense arrangements with the current Sponsored Companies: |
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| | NorthStar Income | | NorthStar Healthcare | | NorthStar Income II | | NorthStar/RXR New York Metro |
Organization and offering costs (1) | | $11.0 million (2) | | $22.5 million, or 1.5% of the proceeds expected to be raised from the offering (4) | | $24.8 million, or 1.5% of the proceeds expected to be raised from the offering (4) | | $30.0 million, or 1.5% of the proceeds expected to be raised from the offering (4) |
Operating costs (3) | | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.25% asset management fee) | | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.00% asset management fee) | | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.25% asset management fee) | | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.25% asset management fee) |
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-1 | Represents reimbursement for organization and offering costs paid on behalf of the Sponsored Companies in connection with their respective offerings. The Company is facilitating the payment of organization and offering costs on behalf of the Sponsored Companies. The Company records these costs as receivables, related parties on its consolidated balance sheets until repaid. The Sponsored Companies record these costs as either advisory fees, related parties on their consolidated statements of operations or as a cost of capital in their consolidated statements of equity. | | | | | | | |
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-2 | Represents the total expense allocation for organization and offering costs through the end of the offering period in July 2013. | | | | | | | |
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-3 | Calculated based on the four preceding fiscal quarters not to exceed the greater of: (i) 2.0% of each Sponsored Company’s average invested assets; or (ii) 25.0% of each Sponsored Company’s net income determined without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of assets for that period. | | | | | | | |
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-4 | Excludes shares being offered pursuant to dividend reinvestment plans. | | | | | | | |
The following table presents receivables, related parties on the consolidated balance sheets as of March 31, 2015 and December 31, 2014 (dollars in thousands): |
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| March 31, 2015 (Unaudited) | | 31-Dec-14 | |
NorthStar Realty fees (1) | $ | 43,381 | | | $ | 47,414 | | |
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Sponsored Companies: | | | | |
Fees | 1,313 | | | 245 | | |
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Other receivables | 38,051 | | | 29,319 | | |
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Subtotal Sponsored Companies(2) | 39,364 | | | 29,564 | | |
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Other | 1,274 | | | 648 | | |
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Total (3) | $ | 84,019 | | | $ | 77,626 | | |
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-1 | Represents the base management fee and incentive fee receivable and net direct costs and expenses due between the Company and NorthStar Realty. | | | | | | | |
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-2 | As of March 31, 2015 and December 31, 2014, the Company had unreimbursed costs from the Sponsored Companies of $38.1 million and $29.3 million respectively, recorded as receivables, related parties on the consolidated balance sheets. | | | | | | | |
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-3 | Subsequent to March 31, 2015, the Company received $51.3 million from the Managed Companies. | | | | | | | |
Selling Commission and Dealer Manager Fees and Commission Expense |
Selling commissions and dealer manager fees represents income earned by selling equity in Sponsored Companies through NorthStar Securities. Pursuant to dealer manager agreements between NorthStar Securities and the Sponsored Companies, the Company generally receives selling commissions of up to 7.0% of gross offering proceeds raised. The Company reallows all selling commissions earned to participating broker-dealers. In addition, the Company also generally receives a dealer manager fee of up to 3.0% of gross offering proceeds raised, a portion of which may be reallowed to participating broker-dealers. The Company earns net commission income through NorthStar Securities for selling equity in the Sponsored Companies, which is expected to cover the costs of the broker-dealer business. Commission expense represents fees to participating broker-dealers with whom the Company has selling agreements and commissions to employees of NorthStar Securities. For the three months ended March 31, 2015 and 2014, the Company reallowed $3.4 million and $1.7 million commission expense to NorthStar Securities employees, respectively. |
The following table summarizes selling commission and dealer manager fees, commission expense and net commission income for the three months ended March 31, 2015 and 2014 (dollar in thousands): |
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| Three Months Ended March 31, | |
| 2015 | | 2014 | |
Selling commission and dealer manager fees | $ | 29,923 | | | $ | 14,548 | | |
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Commission expense | 27,695 | | | 13,560 | | |
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Net commission income(1) | $ | 2,228 | | | $ | 988 | | |
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-1 | Excludes direct expenses of NorthStar Securities. | | | | | | | |
Other |
A subsidiary of the Company is a rated special servicer by Standard & Poor’s and Fitch Ratings and receives special servicing fees for services related to certain securitization transactions. For the three months ended March 31, 2015 and 2014, the Company earned $0.4 million and $0.1 million of special servicing fees. |