8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2014

NorthStar Realty Finance Corp.

(Exact name of registrant as specified in its charter)

Maryland	001-32330	02-0732285
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

399 Park Avenue, 18th Floor, New York, NY	10022
(Address of principal executive offices)	(Zip Code)

(212) 547-2600
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02    Results of Operations and Financial Condition.

On November 6, 2014, NorthStar Realty Finance Corp. (the “Company”) reported its results of operations and financial condition for the quarter ended September 30, 2014.   A copy of the press release issued by the Company, which refers to certain supplemental information that is available on the Company’s website at www.nrfc.com, is attached hereto as Exhibit 99.1.

ITEM 7.01    Regulation FD Disclosure.

On November 6, 2014, NorthStar Asset Management Group Inc. (“NSAM”), the Company’s external advisor, issued a press release, which includes information relating to the proposed merger between the Company and Griffin-American Healthcare REIT II, Inc. (“Griffin-American”).  A copy of the press release issued by NSAM is attached hereto as Exhibit 99.2.

The information in this Current Report on Form 8-K, including the exhibits hereto, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Current Report on Form 8-K, including the exhibits hereto, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

ITEM 8.01    Other Events.

To the extent required, the information relating to the investment in American Healthcare Investors by NSAM in Item 7.01 is incorporated by reference into this Item 8.01.

ITEM 9.01    Financial Statements and Exhibits.

(d)           Exhibits

Exhibit Number	Description
99.1	NorthStar Realty Finance Corp. Press Release, dated November 6, 2014.
99.2	NorthStar Asset Management Group Inc. Press Release, dated November 6, 2014.

Additional Information

In connection with the proposed merger, the Company has filed with the Securities and Exchange Commission (“SEC”), and the SEC declared effective on October 29, 2014, a registration statement on Form S-4 that includes a joint proxy statement of the Company and Griffin-American that also constitutes a prospectus of the Company.  The Company and Griffin-American also plan to file other relevant documents with the SEC regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

You may obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about the Company and Griffin-American, at the SEC’s Internet site (http://www.sec.gov). You may also obtain the documents filed by the Company, free of charge, in the Investor Relations portion of the Company’s website at http://www.nrfc.com under the heading “Investor Relations” and then under “SEC Filings.” Copies of the documents filed by Griffin-American with the SEC are available free of charge on Griffin-American’s website at http://www.griffincapital.com/griffin-american-healthcare-reit-ii under the heading “News and SEC Filings” and then under “SEC Filings”.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NorthStar Realty Finance Corp. (Registrant)
Date: November 6, 2014	By:	/s/ Ronald J. Lieberman
		Ronald J. Lieberman Executive Vice President, General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	NorthStar Realty Finance Corp. Press Release, dated November 6, 2014.
99.2	NorthStar Asset Management Group Inc. Press Release, dated November 6, 2014.

4

EX-99.1

Exhibit 99.1

NORTHSTAR REALTY FINANCE

ANNOUNCES THIRD QUARTER 2014 RESULTS

Third Quarter 2014 Highlights

·Cash available for distribution (“CAD”) of $0.43 per share.

·Third quarter 2014 cash dividend of $0.40 per common share.

·Closed $1.9 billion of investments in the third quarter 2014.

·Closed two corporate credit facilities with an aggregate commitment of up to $1.0 billion.

NEW YORK, NY, November 6, 2014 - NorthStar Realty Finance Corp. (NYSE: NRF) today announced its results for the third quarter ended September 30, 2014.

Third Quarter 2014 Results

NorthStar Realty reported CAD for the third quarter 2014 of $86.1 million, or $0.43 per share for the third quarter 2014. Net (loss) to common stockholders for the third quarter 2014 was $(46.5) million, or $(0.23) per diluted share. For more information and a reconciliation of CAD to net income (loss) to common stockholders, please refer to the tables on the following pages.

David T. Hamamoto, chairman and chief executive officer, commented, “We are pleased to report strong earnings growth across our diversified commercial real estate assets and are looking forward to earnings contributions from our recently announced hotel acquisitions, real estate private equity investments and the Griffin-American acquisition which is expected to close in early December.  In addition to these transactions, we have closed on our first European investment and have built a large pipeline of high quality European assets that provide solid current cash flow and, in our view, potential for substantial capital appreciation. NorthStar Realty is exceptionally well positioned for the future and we remain committed to exploring all alternatives for creating shareholder value.”

Third Quarter 2014 Investments

Healthcare Real Estate

·Entered into an agreement to acquire $4 billion diversified healthcare REIT, Griffin-American Healthcare REIT II, Inc. (“Griffin-American”), comprised predominantly of medical office buildings (43%) and senior housing facilities (30%) in the United States and the United Kingdom.

Hotel Real Estate

·Acquired a $683 million hotel portfolio consisting of 40 premium branded select service hotels with approximately 5,800 rooms. NorthStar Realty expects to earn an initial current yield of approximately 18% on its $173 million of invested equity.

·Acquired a $266 million hotel portfolio consisting of 20 premium branded select service hotels with approximately 1,900 rooms located predominantly in Texas and California. NorthStar Realty contributed $52 million of equity for a 98% ownership interest and expects to earn an initial current yield of approximately 18% on its invested equity.

·Committed to acquire a $1.1 billion hotel portfolio consisting of 48 upscale extended stay hotels and premium branded select service hotels with approximately 6,400 rooms. NorthStar Realty will contribute approximately $245 million of equity for a 90% ownership interest and expects to earn an initial current yield of approximately 15% on its invested equity.

1

Net Lease

·Completed the investment of $164 million of preferred and common equity in a $404 million industrial portfolio that is 100% net leased. NorthStar Realty expects to earn an initial current yield of approximately 12% on its invested equity.

Europe

·Acquired a $100 million multi-tenant office property located southwest of London. The property is 98% leased to 17 tenants. NorthStar Realty expects to earn an initial current yield of approximately 12% on its $30 million of invested equity, net of expected mortgage financing.

Opportunistic Real Estate Investments

·Invested $380 million to acquire limited partnership interests in real estate private equity funds with an initial aggregate reported net asset value of $416 million. NorthStar Realty expects to earn an initial current yield of approximately 16% on its invested equity.

·Acquired a $39 million portfolio of four primarily office properties located in Denver and Boulder, Colorado. NorthStar Realty expects to earn an initial current yield of approximately 12% on its $15 million of invested equity, net of expected mortgage financing.

·Subsequent to the third quarter, acquired an $18 million office property located in Austin, Texas. NorthStar Realty expects to earn an initial current yield of approximately 12% on its $7 million of invested equity, net of expected mortgage financing.

Debt Investments

·Invested $30 million in a primarily debt and preferred equity corporate investment expected to generate an initial current yield of approximately 13% on invested equity.

NorthStar Realty Total Assets

·Assets as of September 30, 2014 totaled approximately $16.4 billion, including assets of deconsolidated CDOs and investments that NorthStar Realty acquired or is in contract to acquire subsequent to the third quarter 2014.

·Approximately 79% of the $16.4 billion of total assets are comprised of direct and indirect ownership interests in real estate.

Supplemental Disclosure

·Please refer to the supplemental presentation posted on NorthStar Realty’s website, www.nrfc.com, which provides substantial additional details regarding NorthStar Realty’s assets.

Liquidity, Financing and Capital Markets Highlights

Common equity

·In September 2014, NorthStar Realty issued 15 million shares of its common stock, at a public offering price of $18.40 per share and received net proceeds of $269 million. In connection with the offering, NorthStar Realty entered into a forward sale agreement with an affiliate of Deutsche Bank Securities Inc. (the “Forward Purchaser”), under which the Forward Purchaser sold 30 million shares of NorthStar Realty’s common stock.

·Subsequent to the third quarter 2014, NorthStar Realty issued 5.3 million shares of its common stock through the forward sale agreement and received net proceeds of $94 million.

·During the third quarter 2014, NorthStar Realty issued 12.6 million shares of common stock in connection with the exchange of $113 million principal amount of 5.375% notes and issued 0.5 million shares of common stock in connection with the exchange of $2.8 million principal amount of 8.875% notes.

2

·Subsequent to the third quarter 2014, NorthStar Realty issued 1.2 million shares of common stock in connection with the exchange of $10.2 million principal amount of 5.375% notes.

Credit facilities

·During the third quarter 2014, NorthStar Realty entered into a $500 million revolving corporate credit facility with Deutsche Bank Securities Inc. as the sole lead arranger and sole bookrunner and certain other commercial bank lenders (the “Revolving Credit Facility”).  The Revolving Credit Facility has a three year term and an interest rate of LIBOR plus 3.50%.  As of November 5, 2014, NorthStar Realty has $425 million outstanding on the Revolving Credit Facility.

·During the third quarter 2014, NorthStar Realty entered into a Facility Agreement (the “Facility Agreement”) with UBS AG, Stamford Branch (“UBS”), with respect to the establishment of term loans (“Borrowings”) to be made by UBS to NorthStar Realty with an aggregate principal amount of up to $500 million.  During the third quarter 2014, NorthStar Realty and UBS, as administrative agent and lender, entered into a credit agreement providing for an initial Borrowing under the Facility Agreement for three years with a principal amount of $275 million and fixed interest rate of 4.60%.

Liquidity as of 11/04/14

$ in millions

Unrestricted Cash	$	167
Undrawn Corporate Revolving Credit Facility	75
Undrawn Corporate Term Facility (1)	225
Remaining Forward Equity Proceeds	432
Expected Mortgage Proceeds	178
Total Potential Liquidity	$	1,077

(1) Amount subject to entering into additional term loans under the terms of the UBS facility.

Stockholders’ Equity

Common shares, deferred LTIPs and RSUs not subject to performance hurdles, outstanding

Amounts in millions

Weighted average for Q3’14	202.1
Total outstanding as of 9/30/14	218.4
Exchangeable note conversions subsequent to 9/30/14	1.2
Common shares from forward sale agreement subsequent to 9/30/14	5.3
Total outstanding as of 11/04/14	224.9
Potential Additional Shares
Common shares underlying remaining exchangeable notes	3.8
Common shares remaining subject to forward sale agreement	24.7
Griffin-American Acquisition(1)	54.6 - 68.8
Grand Total	308.0 - 322.2

(1) Amounts represent minimum/maximum of collar to be determined based on ten-day average stock price at time of closing.

3

Earnings Conference Call

NorthStar Realty will hold a conference call to discuss third quarter 2014 financial results on November 6, 2014, at 9:00 a.m. Eastern time.  Hosting the call will be David Hamamoto, chairman and chief executive officer; Albert Tylis, president; Daniel Gilbert, chief investment and operating officer; and Debra Hess, chief financial officer.

The call will be webcast live over the Internet from NorthStar Realty’s website, www.nrfc.com, and will be archived on the Company’s website.  The call can also be accessed live over the phone by dialing 888-427-9376, or for international callers, by dialing 719-325-2464, and using passcode 2627278.

A replay of the call will be available two hours after the call through 12:00 p.m. eastern on Thursday, November 13, 2014 by dialing 888-203-1112 or, for international callers, 719-457-0820, using pass code 2627278.

About NorthStar Realty Finance Corp.

NorthStar Realty Finance Corp. is a diversified commercial real estate company that is organized as a REIT.  NorthStar Realty is managed by an affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM), a global asset management firm. For more information about NorthStar Realty Finance Corp., please visit www.nrfc.com.

4

NorthStar Realty Finance Corp.

Consolidated Statements of Operations (Unaudited)

($ in thousands, except share and per share data)

	Three Months Ended September 30,
	2014 (1)			2013 (1)
Property and other revenues
Rental and escalation income	$	86,915		$	71,949
Hotel related income	79,194			—
Resident fee income	25,027			—
Other revenue	3,189			1,346
Total property and other revenues	194,325			73,295
Net interest income
Interest income	80,915			75,141
Interest expense on debt and securities	2,979			10,132
Net interest income on debt and securities	77,936			65,009
Expenses
Management fee, related party	39,363			—
Other interest expense	59,923			41,270
Real estate properties — operating expenses	95,061			23,943
Other expenses	520			1,085
Transaction costs	44,410			298
Provision for (reversal of) loan losses, net	—			(11,122		)
General and administrative expenses
Salaries expense	3,160			10,286
Equity-based compensation(2)	8,478			2,414
Other general and administrative expenses	2,821			3,881
Total general and administrative expenses	14,459			16,581
Depreciation and amortization	51,775			33,577
Total expenses	305,511			105,632
Income (loss) from operations	(33,250		)	32,672
Equity in earnings (losses) of unconsolidated ventures	38,234			31,013
Unrealized gain (loss) on investments and other	(15,377		)	18,791
Realized gain (loss) on investments and other	(15,938		)	28,341
Gain (loss) from deconsolidation of N-Star CDOs	—			(254,206		)
Income (loss) from continuing operations	(26,331		)	(143,389		)
Income (loss) from discontinued operations(2)(3)	(278		)	1,640
Net income (loss)	(26,609		)	(141,749		)
Net (income) loss attributable to non-controlling interests	1,144			6,313
Preferred stock dividends	(21,060		)	(15,591		)
Net income (loss) attributable to NorthStar Realty Finance Corp. common stockholders	$	(46,525	)	$	(151,027	)
Earnings (loss) per share:
Income (loss) per share from continuing operations (basic)	$	(0.23	)	$	(1.37	)
Income (loss) per share from discontinued operations (basic)	—			0.01
Basic	$	(0.23	)	$	(1.36	)
Diluted	$	(0.23	)	$	(1.36	)
Weighted average number of shares:(4)
Basic	200,426,890			111,103,046
Diluted	200,426,890			115,734,622
Dividends declared per share of common stock(4)(5)	$	0.40		$	0.42

(1)The consolidated financial statements for the three months ended September 30, 2014 represent NorthStar Realty’s results of operations subsequent to the spin-off of NorthStar Realty’s historical asset management business. Periods prior to June 30, 2014 present a carve-out of NorthStar Realty’s historical financial information including revenues and expenses allocated to NSAM related to NorthStar Realty’s historical asset management business and reported amounts in discontinued operations. As a result, results of operations for the three months ended September 30, 2014 may not be comparative to NorthStar Realty’s results of operations reported for the prior period presented.

(2)The three months ended September 30, 2013 includes $1.0 million of equity-based compensation recorded in discontinued operations. There is no equity-based compensation recorded in discontinued operations for the three months ended September 30, 2014.

(3)For the three months ended September 30, 2013, primarily relates to the operations of NSAM prior to the spin-off on June 30, 2014.

(4)Adjusted for the one-for-two reverse stock split completed on June 30, 2014.

(5)The dividend per share for the third quarter 2014 represents the first dividend declared subsequent to the spin-off of NSAM.

5

NorthStar Realty Finance Corp.

Consolidated Balance Sheets

($ in thousands, except share data)

	September 30,
	2014			December 31,
	(Unaudited)			2013
Assets
Cash and cash equivalents	$	190,891		$	635,990
Restricted cash	312,234			166,487
Operating real estate, net	5,591,895			2,370,183
Real estate debt investments, net	1,144,356			1,031,078
Real estate debt investments, held for sale	15,223			—
Investments in private equity funds, at fair value	851,073			586,018
Investments in and advances to unconsolidated ventures	213,139			142,340
Real estate securities, available for sale	911,060			1,052,320
Receivables, net	51,371			59,895
Receivables, related parties	1,524			25,262
Unbilled rent receivable, net	11,077			15,006
Derivative assets, at fair value	2,540			3,469
Deferred costs and intangible assets, net	326,936			96,886
Assets of properties held for sale	51,648			30,063
Other assets	198,564			145,053
Total assets(1)	$	9,873,531		$	6,360,050
Liabilities
Mortgage and other notes payable	$	4,453,206		$	2,113,334
CDO bonds payable, at fair value	391,939			384,183
Securitization bonds payable	61,531			82,340
Credit facilities	822,588			70,038
Exchangeable senior notes	50,715			490,973
Junior subordinated notes, at fair value	219,253			201,203
Accounts payable and accrued expenses	138,740			74,547
Due to related party	40,518			—
Escrow deposits payable	92,844			90,929
Derivative liabilities, at fair value	20,398			52,204
Liabilities of properties held for sale	28,962			28,962
Other liabilities	311,418			73,874
Total liabilities(2)	6,632,112			3,662,587
Commitments and contingencies
Equity
NorthStar Realty Finance Corp. Stockholders’ Equity
Preferred stock, $986,640 and $736,640 aggregate liquidation preference as of September 30, 2014 and December 31, 2013, respectively	939,118			697,352
Common stock, $0.01 par value, 500,000,000 shares authorized, 216,704,983 and 154,403,414 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively	2,167			1,544
Additional paid-in capital	3,334,811			2,649,450
Retained earnings (accumulated deficit)	(1,216,223		)	(685,936		)
Accumulated other comprehensive income (loss)	60,025			(4,334		)
Total NorthStar Realty Finance Corp. stockholders’ equity	3,119,898			2,658,076
Non-controlling interests	121,521			39,387
Total equity	3,241,419			2,697,463
Total liabilities and equity	$	9,873,531		$	6,360,050

(1) Assets of consolidated VIEs included in the total assets above:
Restricted cash	$	23,512	$	24,411
Operating real estate, net	4,869		4,945
Real estate debt investments, net	25,635		44,298
Real estate securities, available for sale	459,061		644,015
Receivables	2,635		4,476
Other assets	566		269
Total assets of consolidated VIEs	$	516,278	$	722,414

(2) Liabilities of consolidated VIEs included in the total liabilities above:
CDO bonds payable	$	391,939	$	384,183
Accounts payable and accrued expenses	1,630		2,686
Derivative liabilities, at fair value	20,217		52,204
Other liabilities	2,100		2,993
Total liabilities of consolidated VIEs	$	415,886	$	442,066

6

Non-GAAP Financial Measure

Included in this press release is Cash Available for Distribution, or CAD, a certain “non-GAAP financial measure”, which measures NorthStar Realty’s historical or future financial performance that is different from measures calculated and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, within the meaning of the applicable Securities and Exchange Commission, or SEC, rules.  NorthStar Realty believes this metric can be a useful measure of its performance which is further defined below.

Cash Available for Distribution (CAD)

We believe that CAD provides investors and management with a meaningful indicator of operating performance. Management also uses CAD, among other measures, to evaluate profitability. We also believe that CAD is useful because it adjusts for a variety of cash (such as transaction costs and cash flow related to N-Star CDO equity interests) and non-cash items (such as depreciation and amortization, equity-based compensation, realized gain (loss) on investments, provision for loan losses, net and non-cash interest income and expense items). We adjust for transaction costs because these costs are not a meaningful indicator of our recurring operating performance.  For instance, these transaction costs represent costs such as professional fees associated with new investments, which are non-recurring expenses related to specific transactions.  We also adjust for the cash flow related to N-Star CDO equity interests which represents the net interest generated from the N-Star CDO equity interests.  This net interest is a component of our ongoing return on its investment, and therefore, is adjusted in CAD as it provides investors and management with a meaningful indicator of our recurring operating performance.  Furthermore, CAD adjusts N-Star CDO bond discounts to record such investments on an effective yield basis over the expected weighted average life of the investment.  N-Star CDO bond discounts relates to repurchased CDO bonds of consolidated CDO financing transactions at a discount to par. These CDO bonds typically have a low interest rate and the majority of the return is generated from repurchasing the CDO bonds at a discount to expected recovery value.  Because the return generated through the accretion of the discount is a meaningful contributor to our recurring operating performance, such accretion is adjusted in CAD.  The computation for the accretion of the discount under U.S. GAAP and CAD is the same.  However, for CDO financing transactions that are consolidated under U.S. GAAP, the CDO bonds are not presented as an investment but rather are eliminated in our consolidated financial statements. In addition, we adjust for distributions to joint venture partners which represents the net return generated from our investments allocated to our non-controlling interests. CAD may fluctuate from period to period based upon a variety of factors, including, but not limited to, the timing and amount of investments, repayments and asset sales, capital raised, use of leverage, changes in the expected yield of investments and the overall conditions in commercial real estate and the economy generally. Management also believes that quarterly distributions are principally based on operating performance and our board of directors includes CAD as one of several metrics it reviews to determine quarterly distributions to stockholders.

We calculate CAD by subtracting from or adding to net income (loss) attributable to common stockholders, non-controlling interests attributable to the Operating Partnership and the following items: depreciation and amortization items including depreciation and amortization, straight-line rental income or expense, amortization of above/below market leases, amortization of deferred financing costs, amortization of discount on financings and other and equity-based compensation; cash flow related to N-Star CDO equity interests; accretion of consolidated N-Star CDO bond discounts; non-cash net interest income in consolidated N-Star CDOs; unrealized gain (loss) from the change in fair value; realized gain (loss) on investments and other, excluding accelerated amortization related to sales of CDO bonds or other investments; provision for loan losses, net; impairment on depreciable property; acquisition gains or losses; distributions to joint venture partners; transaction costs; foreign currency gains (losses); impairment on goodwill and other intangible assets; gains (losses) on sales; and one-time events pursuant to changes in U.S. GAAP and certain other non-recurring items.  For example, CAD has been adjusted to exclude non-recurring gain (loss) from deconsolidation of certain N-Star CDOs.  These items, if applicable, include any adjustments for unconsolidated ventures.

CAD should not be considered as an alternative to net income (loss), determined in accordance with U.S. GAAP, as an indicator of operating performance.  In addition, our methodology for calculating CAD may differ from the methodologies used by other comparable companies, including other REITs, when calculating the same or similar supplemental financial measures and may not be comparable with these companies.

NorthStar Realty urges investors to carefully review the U.S. GAAP financial information included as part of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and quarterly earnings releases.

7

The following table presents a reconciliation of CAD to net income (loss) attributable to common stockholders for the three months ended September 30, 2014 (dollars in thousands):

Reconciliation of Cash Available for Distribution

(Amount in thousands except per share data)

	Three Months Ended
	September 30, 2014
Net income (loss) attributable to common stockholders	$	(46,525	)
Adjustments:
Depreciation and amortization items(1)	64,329
N-Star CDO bond discounts(2)	1,359
Non-cash net interest income in consolidated N-Star CDOs	(12,024		)
Unrealized (gain) loss from fair value adjustments	12,117
Realized (gain) loss on investments(3)	20,540
Distributions to joint venture partners	(2,047		)
Other (4)	48,392
CAD	$	86,141
CAD per share (5)	$	0.43

(1)The three months ended September 30, 2014 includes depreciation and amortization of $52.2 million including $0.5 million related to unconsolidated ventures, straight-line rental income of $(2.3) million, amortization of above/below market leases of $(0.7) million, amortization of deferred financing costs of $5.4 million, amortization of discount on financings and other of $1.2 million and amortization of equity based compensation of $8.5 million.

(2)For CAD, realized discounts on CDO bonds are accreted on an effective yield basis based on expected maturity. For CDOs that were deconsolidated, CDO bond accretion is included in net income attributable to common stockholders from the date of deconsolidation.

(3)The three months ended September 30, 2014 includes $(21.1) million of non-cash loss from extinguishment and exchange of debt.

(4)The three months ended September 30, 2014 includes transaction costs in connection with real estate related acquisitions and restructurings of $44.4 million and $4.0 million of cash flow related to N-Star CDO equity interests.

(5)CAD per share does not take into account any potential dilution from our outstanding exchangeable notes or restricted stock units subject to performance metrics not currently achieved.

8

Safe Harbor Statement

This press release 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. 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. Forward looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward looking information. Such statements include, but are not limited to, adverse economic conditions and the impact on the commercial real estate industry; access to debt and equity capital and our liquidity; our use of leverage; our ability to obtain mortgage financing on our real estate portfolio; the affect of economic conditions on the valuations of our investments; the resulting 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 NSAM; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive merger agreement with Griffin-American; the inability to complete the merger or failure to satisfy other conditions to completion of the merger with Griffin-American; the inability to complete the merger within the expected time period or at all, including due to the failure to obtain the Griffin-American stockholder approval, the approval of our stockholders or the failure to satisfy other conditions to completion of the merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; risks related to disruption of management’s attention from the ongoing business operations due to the proposed merger; the effect of the announcement of the proposed merger on our or Griffin-American’s relationships with their respective customers, tenants, lenders, operating results and businesses generally; the scalability of our investment platform, in particular, the healthcare real estate portfolio; the performance of Griffin-American’s portfolio and our healthcare real estate portfolio generally; the projected net operating income of our portfolio and Griffin-American’s portfolio and associated cap rate, including the ability to achieve the growth, obtain the lease payments and step ups in contractual lease payments, and maintain dividend payments, at current or anticipated levels, or at all; our ability to finance the proposed merger ; our ability to close on our recent commitments to acquire real estate investments and engage in joint venture transactions on the terms contemplated or at all; the timing and amount of borrowings under our revolving credit facility and facility agreement; our ability to comply with the various affirmative and negative covenants, including the financial covenants, required by our revolving credit facility and facility agreement; the anticipated strength and growth of our business; our liquidity and financial flexibility; the availability of, and ability to consummate investment opportunities funded by, borrowings from our revolving credit facility and facility agreement; our ability to realize the benefits of our relationship with our strategic and joint venture partners; our ability to source and consummate attractive investment opportunities, both domestically and internationally; whether we will realize any potential upside in our limited partnership interest in real estate private equity funds or any appreciation above our original cost basis of our real estate portfolio; 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; whether we will produce higher CAD per share in the coming quarters, or ever; the impact of economic conditions on the borrowers of the commercial real estate debt we originate and acquire the commercial mortgage loans underlying the commercial mortgage backed securities in which we invest, as well as on the tenants/operators of our real property that we own; our ability to realize the value of the bonds we have purchased and retained in our CDO financing transactions and other securitized financing transactions and our ability to complete securitized financing transactions on terms that are acceptable to us, or at all; our ability to meet various coverage tests with respect to our CDOs; our ability to realize current and expected return over the life of our investments; any failure in our due diligence to identify all relevant facts in our underwriting process or otherwise; credit rating downgrades; tenant/operator or borrower defaults or bankruptcy; illiquidity of properties in our portfolio; our ability to manage our costs in line with our expectations and the impact on our cash available for distribution; environmental compliance costs and liabilities; effect of regulatory actions, litigation and contractual claims against us and our affiliates, including the potential settlement and litigation of such claims; competition for investment opportunities; regulatory requirements with respect to our business and the related cost of compliance; changes in laws or regulations governing various aspects of our business; the loss of our exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended; competition for qualified personnel and our ability to retain key personnel; failure to maintain effective internal controls; compliance with the rules governing real estate investment trusts; and the factors described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, each under the heading “Risk Factors.”

9

The foregoing list of factors is not exhaustive. All forward looking statements included in this press release are based upon information available to us on the date hereof and we are under no duty to update any of the forward looking statements after the date of this report to conform these statements to actual results.

Factors that could have a material adverse effect on our operations and future prospects are set forth in “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014. The factors set forth in the Risk Factors section and otherwise described in our filings with United States Securities and Exchange Commission could cause our actual results to differ significantly from those contained in any forward looking statement contained in this press release.

Contact:

Investor Relations

Joe Calabrese

(212) 827-3772

10

EX-99.2

Exhibit 99.2

NORTHSTAR ASSET MANAGEMENT GROUP

ANNOUNCES THIRD QUARTER 2014 RESULTS

Third Quarter 2014 Highlights

·Cash available for distribution (“CAD”) of $0.19 per share.

·Third quarter 2014 cash dividend of $0.10 per common share.

·$1.9 billion of NorthStar Realty equity committed to be issued.

·Raised $771 million of capital in the non-traded REIT business year-to-date, including $291 million in the third quarter and $112 million in October 2014.

·Subsequent to the third quarter 2014, $95.5 million of NSAM investments including:

·Agreement to acquire a 47% interest in American Healthcare Investors, LLC, which co-sponsored Griffin-American Healthcare REIT II, Inc. for $57.5 million; and

·Term sheet to acquire a 45% interest in Island Hospitality Management for $38 million.

·Total assets of managed companies as of September 30, 2014 were approximately $19.4 billion, including investments that NorthStar Realty acquired or entered into an agreement to acquire subsequent to the third quarter 2014.

NEW YORK, NY, November 6, 2014 - NorthStar Asset Management Group Inc. (NYSE: NSAM) today announced its results for the third quarter ended September 30, 2014.

Third Quarter 2014 Results

NSAM reported CAD of $36.0 million, or $0.19 per share for the third quarter 2014. Net income for the third quarter 2014 was $18.7 million, or $0.10 per diluted share. For more information and a reconciliation of CAD to net income, please refer to the tables on the following pages.

David T. Hamamoto, chairman and chief executive officer, commented, “We are pleased to report strong earnings in our first full quarter of operations.  NSAM’s unique contracts and C-corp. structure provide unparalleled and differentiated growth opportunities, coupled with the security of substantial base fees from predominantly permanent life vehicles.  In four months since our spin-off from NorthStar Realty, we have already grown our fee-earning equity by $2.3 billion across our managed companies and announced two acquisitions that are expected to generate approximately $0.10 per share of incremental CAD in 2015.  We are just scratching the surface of the NSAM growth opportunity and are looking forward to an exciting future.”

NSAM Managed Companies Results

NorthStar Realty (NYSE: NRF)

·Base asset management fee of $38.0 million earned during the third quarter 2014.

·Incentive fee of $1.3 million earned during the third quarter 2014.

·$804 million of equity raised during the third quarter, including common equity pursuant to a forward sale agreement.

·$1.1 billion common equity expected to be issued related to the announced Griffin-American Healthcare REIT II, Inc. acquisition (“Griffin-American”).

1

Annual Base Management Fee Calculation:

$ in millions

Annual Base Management Fee as of September 30, 2014	$	156.4
5.25 million common shares issued (excluding remaining forward shares)	1.4
Exchangeable note conversions	0.3
November 4, 2014 Annual Base Management Fee	158.1
Remaining 24.75 million shares subject to forward sale agreement	6.5
Remaining exchangeable note conversion shares	1.0
Griffin-American acquisition	16.5
Pro forma Annual Base Management Fee	$	182.1

Non-Traded REITs

·Total aggregate asset management and other fees of $17.2 million earned during the third quarter 2014.

·Total capital raised during the third quarter 2014 of $291 million.

·Total capital raised in October 2014 of $112 million.

Non-traded REITs Summary Financial Information:

(amounts in millions)	NorthStar Income			NorthStar Healthcare			NorthStar Income II			Total
Capital Raising Status	Completed July 2013			Active			Active
Primary Strategy	CRE Debt			Healthcare Equity and Debt			CRE Debt
Offering Size	$	1.1 billion	(1)	$	1.8 billion	(2)	$	1.65 billion	(1)	$	4.55 billion
Capital Raised
Q3 2014	$	10.8		$	207.1		$	72.7		$	290.6
Year-to-date through 9-30-14	31.8			443.1			184.3			659.2
Year-to-date through 10-31-14	35.4			525.5			210.2			771.1
Inception-to-date through 10-31-14	1,180.9			634.7			237.9			2,053.5
Investments(3)
During Q3 2014	$	320.1		$	186.6		$	214.6		$	721.3
As of 9-30-14	2,055.7			491.2			371.8			2,918.7
Cash as of 9-30-14	57.4			91.6			35.7			184.7
Fees earned during the third quarter
Asset management fees	$	5.6		$	0.9		$	0.7		$	7.2
Acquisition fees	3.2			3.3			2.1			8.6
Disposition fees	1.4			—			—			1.4
Total fees	$	10.2		$	4.2		$	2.8		$	17.2

(1)Represents amounts of shares initially registered to offer pursuant to each company’s public offering.

(2)In October 2014, NorthStar Healthcare filed a registration statement on Form S-11 with the SEC seeking to register a follow-on public offering of up to $700 million through 2016. The registration statement for the follow-on offering has not been declared effective by the SEC. The $1.8 billion offering size represents the current maximum offering amount of $1.1 billion plus the proposed follow-on maximum offering amount of up to $700 million.

(3)Based on cost for real estate equity investments, which includes net purchase price allocation related to intangibles, deferred costs and other assets, if any, principal amount for real estate debt and securities and  carrying value plus deferred acquisition prices for limited partnership interests in private equity funds.

2

NorthStar Realty Securities, Broker Dealer

·Net selling commission of $1.5 million earned during the third quarter 2014.

·NSAM and RXR Realty LLC are co-sponsoring a $2 billion non-traded REIT focused on commercial real estate in the New York tri-state area.

·NSAM and Och-Ziff Capital Management Group, LLC plan to co-sponsor a non-traded business development company, which would diversify NSAM’s retail products into the corporate lending business.

NSAM Investments

·Subsequent to the third quarter 2014, NSAM entered into an agreement to acquire an approximate 47% ownership interest in the business of American Healthcare Investors, LLC (“AHI”), for upfront cash and stock consideration of $57.5 million, consisting of $37.5 million of cash and $20 million of NSAM stock (subject to certain lock-up and vesting restrictions). In addition, upon the achievement of certain performance based metrics over a five-year period, NSAM could be required to issue up to an additional $15 million of NSAM stock.  AHI is a healthcare focused real estate investment management firm with over 60 real estate professionals that co-sponsored Griffin-American Healthcare REIT II, Inc., which NorthStar Realty has an agreement to acquire, and Griffin-American Healthcare REIT III, Inc. (“GAHR III”), which is currently raising capital for an approximate $2 billion non-traded healthcare focused REIT.  AHI is entitled to receive 75% of all asset management and other fees of GAHR III and future healthcare focused non-traded REITs jointly sponsored by AHI and Griffin Capital Corporation.  AHI will also provide certain investment and asset management services for NSAM’s managed healthcare real estate assets.

·Subsequent to the third quarter 2014, NSAM entered into a term sheet to acquire a 45% interest in Island Hospitality (“Island”) for $33 million in cash and $5 million of NSAM stock (subject to certain lock-up and vesting restrictions). Island is a leading, independent hotel management company. Island currently manages 140 hotel properties (inclusive of a recently announced transaction) and has long standing industry relationships with major franchisors including Marriott, Hilton, Hyatt and Starwood.

Liquidity, Financing and Capital Markets Highlights

·As of November 4, 2014, unrestricted cash was approximately $150 million.

Stockholders’ Equity

As of September 30, 2014, NSAM had 193.3 million total common shares, deferred LTIP units and certain RSUs not subject to market based performance hurdles, outstanding.

Earnings Conference Call

NSAM will hold a conference call to discuss third quarter 2014 financial results on November 6, 2014, at 10:00 a.m. Eastern time.  Hosting the call will be David Hamamoto, chairman and chief executive officer; Albert Tylis, president; Daniel Gilbert, chief investment and operating officer; and Debra Hess, chief financial officer.

The call will be webcast live over the Internet from NSAM’s website, www.nsamgroup.com, and will be archived on the Company’s website.  The call can also be accessed live over the phone by dialing 888-461-2024, or for international callers, by dialing 719-457-2648, and using passcode 2318376.

A replay of the call will be available two hours after the call through 1:00 p.m. eastern on Thursday, November 13, 2014 by dialing 888-203-1112 or, for international callers, 719-457-0820, using pass code 2318376.

About NorthStar Asset Management Group

NorthStar Asset Management Group Inc. (NYSE: NSAM) is a global asset management firm focused on strategically managing real estate investment platforms in the United States and internationally. For more information about NorthStar Asset Management Group Inc., please visit www.nsamgroup.com.

3

NorthStar Asset Management Group Inc.

Combined Consolidated Statements of Operations (Unaudited)

($ in thousands, except share and per share data)

	Three Months Ended September 30,
	2014(1)			2013(1)
Revenues
Asset management and other fee income(2)	$	56,521		$	6,782
Selling commissions and dealer manager fees	27,149			1,639
Other revenue	318			432
Total revenues	83,988			8,853
Expenses
Commission expense	25,691			1,629
Other expenses	747			27
General and administrative expenses
Salaries expense	9,670			3,424
Equity-based compensation	16,541			1,006
Other general and administrative expenses	6,508			1,149
Total general and administrative expenses	32,719			5,579
Total expenses	59,157			7,235
Income before income taxes	24,831			1,618
Income tax expense	(6,087		)	—
Net income	$	18,744		$	1,618
Earnings per share:
Basic	$	0.10		$	0.01
Diluted	$	0.10		$	0.01
Weighted average number of shares:
Basic	188,634,329			188,596,829
Diluted	195,265,065			188,596,829
Dividends declared per share of common stock	$	0.10		$	—

(1)The consolidated financial statements for the three months ended September 30, 2014 represent NSAM’s results of operations subsequent to the spin-off of NorthStar Realty’s historical asset management business. Periods prior to June 30, 2014 present a carve-out of NorthStar Realty’s historical financial information including revenues and expenses allocated to NSAM related to NorthStar Realty’s historical asset management business. As a result, results of operations for the three months ended September 30, 2014 may not be comparative to our results of operations reported for the prior period presented.

(2)NSAM began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty.

4

NorthStar Asset Management Group Inc.

Combined Consolidated Balance Sheets

($ in thousands, except share data)

	September 30,
	2014			December 31,
	(Unaudited)			2013
Assets
Cash and cash equivalents	$	105,019		$	7,537
Restricted cash	3,132			—
Investments in and advances to unconsolidated ventures	3,926			—
Receivables, related parties	77,973			23,187
Other assets	12,065			985
Total assets	$	202,115		$	31,709
Liabilities
Accounts payable and accrued expenses	$	34,060		$	3,341
Total liabilities	34,060			3,341
Commitments and contingencies
Equity
Preferred stock, $0.01 par value, 100,000,000 authorized, no shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively
Common stock, $0.01 par value, 1,000,000,000 and 3,000 shares authorized, 188,634,329 and 1,000 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively	1,886			—
Additional paid-in capital	255,107			105,498
Retained earnings (accumulated deficit)	(88,938		)	(77,130		)
Total equity	168,055			28,368
Total liabilities and equity	$	202,115		$	31,709

5

Non-GAAP Financial Measure

Included in this press release is Cash Available for Distribution, or CAD, a certain “non-GAAP financial measure”, which measures NSAM’s historical or future financial performance that is different from measures calculated and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, within the meaning of the applicable Securities and Exchange Commission, or SEC, rules.  NSAM believes this metric can be a useful measure of its performance which is further defined below.

Cash Available for Distribution (CAD)

We believe that CAD provides investors and management with a meaningful indicator of operating performance. Management also uses CAD, among other measures, to evaluate profitability. In addition, the incentive fees to which we may be entitled pursuant to our management agreement with NorthStar Realty are determined using NorthStar Realty’s CAD as a performance metric. We believe that CAD is useful because it adjusts net income (loss) for a variety of non-cash, one time and certain non-recurring items.

We calculate CAD by subtracting from or adding to net income (loss): equity-based compensation, depreciation related items and straight-line rent, foreign currency gains (losses) and transaction and other costs.  In future periods, such adjustments may include amortization of deferred financing costs, impairment on goodwill and other intangible assets and certain other non-recurring items.  These items, if applicable, include any adjustments for unconsolidated ventures. Management also believes that quarterly distributions are principally based on operating performance and our board of directors includes CAD as one of several metrics it reviews to determine quarterly distributions to stockholders.

CAD should not be considered as an alternative to net income (loss), determined in accordance with U.S. GAAP, as an indicator of operating performance.  In addition, our methodology for calculating CAD may differ from the methodologies used by other comparable companies, when calculating the same or similar supplemental financial measures and may not be comparable with these companies.

NSAM urges investors to carefully review the U.S. GAAP financial information included as part of our Registration Statement on Form 10, as amended, Quarterly Reports on Form 10-Q and quarterly earnings releases.

The following table presents a reconciliation of CAD to net income (loss) for the three months ended September 30, 2014 (dollars in thousands):

Reconciliation of Cash Available for Distribution

(Amount in thousands except per share data)

	Three Months Ended
	September 30, 2014
Net income	$	18,744
Adjustments:
Equity-based compensation (1)	16,541
Other (2)	747
CAD	$	36,032
CAD per share (3)	$	0.19

(1)Includes equity-based compensation expense related to grants of NorthStar Realty stock in prior years that were split in connection with the spin-off of NSAM.

(2)Includes $0.4 million of depreciation and amortization and $0.3 million of foreign currency related adjustments.

(3)CAD per share does not take into account any potential dilution from certain restricted stock units subject to market based performance metrics not currently achieved.

6

NorthStar Realty Management Contract Details:

Pro forma Annual Base Management Fee $ 182.1 million

Plus: After November 5, 2014:

(a)1.5% per annum of the sum of:

·cumulative net proceeds of all future common and preferred equity issued by NorthStar Realty;

·equity issued in exchange or conversion of exchangeable notes based on the stock price at the time of issuance;

·any other issuances of common equity, preferred equity or other forms of equity, including but not limited to units in an operating partnership; and

·cumulative CAD in excess of cumulative distributions paid on common stock or equity awards beginning the first full calendar quarter after completion of the spin-off.

(b)the portion of distributable cash flow from NorthStar Realty’s equity interest related to the asset management business of RXR Realty LLC in excess of the $10 million minimum annual base amount.

(c)the distributable cash flow from NorthStar Realty’s equity interest in Aerium Group in excess of the $10 million minimum annual base amount.

Plus Incentive Fee:

NSAM is entitled to an incentive fee, calculated and payable quarterly in arrears in cash, equal to:

·the product of (a) 15% and (b) CAD of NorthStar Realty before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, when such amount is in excess of $0.39 per share but less than $0.45 per share; plus

·the product of (a) 25% and (b) CAD of NorthStar Realty before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, when such amount is equal to or in excess of $0.45 per share;

·multiplied by the weighted average shares outstanding for the calendar quarter.

In addition, NSAM will earn incentive fees from NorthStar’s healthcare investments in connection with the long-term partnership with James F. Flaherty III, the former Chairman and Chief Executive Officer of HCP, Inc., that was announced in January 2014.

7

Non-traded REIT Management Contract Details(1):

Asset Management and Other Fees:	NorthStar Income	NorthStar Healthcare	NorthStar Income II
Asset management fees	1.25% of Gross Assets	1.00% of Gross Assets	1.25% of Gross Assets
Acquisition fees	1.00% of Investments	1.00% of Investment (2.25% for real estate properties)	1.00% of Investments
Disposition fees	1.00% of sales price	1.00% of Sales Price (2.00% for Real Estate Properties)	1.00% of sales price
Incentive fee	15% of net cash flows after an 8% return	15% of net cash flows after an 6.75% return (2)	15% of net cash flows after an 7% return
Expense Reimbursement:
Operating costs	Greater of 2.0% of its average invested assets or 25% of its net income (net of 1.25% asset management fee)	Greater of 2.0% of its average invested assets or 25% of its net income (net of 1.00% asset management fee)	Greater of 2.0% of its average invested assets or 25% of its net income (net of 1.25% asset management fee)

(1) 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 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 by the SEC. This information does not constitute an offer of any securities for sale.

(2)The Healthcare Strategic Partnership will be entitled to the incentive fees earned from managing NorthStar Healthcare, of which the Company will earn its proportionate interest.

8

Safe Harbor Statement

This press release 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. 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. Forward looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward looking information. Such statements include, but are not limited to, adverse economic conditions and the impact of the commercial real estate industry on our managed companies; the ability to scale our platform; our ability to expand our operations internationally; the performance of NorthStar Realty; 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 follow-on offerings or new sponsored companies with RXR Realty, Och-Ziff Capital or at all; our ability to earn any additional base management fees or incentive fees, through management of NorthStar Realty, NTRs, new sponsored companies, or otherwise; the size and timing of offerings or capital raises by NorthStar Realty; the stability of our base management fees and the impact of the timing of any liquidity events for our NTRs; our ability to enter into a definitive agreement with Island and complete the investments in Island and AHI, each on the terms contemplated or at all; our ability to realize the benefits of our long-term partnership with Jay Flaherty, including the ability to source investment opportunities through the venture; our ability to realize the anticipated benefits of our proposed investments in AHI and Island; NorthStar Realty’s ability to consummate our proposed merger with 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; our ability to realize the projections related to cash available for distribution and underlying assumptions; our effective tax rate; regulatory requirements with respect to our business and the related cost of compliance; the impact of any conflicts in advising our managed companies; competition for investment opportunities; the effectiveness of our portfolio management techniques and strategies; changes in laws or regulations governing various aspects of our business; competition for qualified personnel and our ability to retain key personnel; and failure to maintain effective internal controls; and the factors described in our Registration Statement on Form 10 and the related information statement, including the section entitled “Risk Factors.”

The foregoing list of factors is not exhaustive. All forward looking statements included in this press release are based upon information available to us on the date hereof and we are under no duty to update any of the forward looking statements after the date of this report to conform these statements to actual results.

Factors that could have a material adverse effect on our operations and future prospects are set forth in “Risk Factors” in our Registration Statement on Form 10 and the related information statement. The factors set forth in the Risk Factors section and otherwise described in our filings with United States Securities and Exchange Commission could cause our actual results to differ significantly from those contained in any forward looking statement contained in this press release.

Contact:

Investor Relations

Joe Calabrese

(212) 827-3772

9