0001503707-14-000030.txt : 20140411 0001503707-14-000030.hdr.sgml : 20140411 20140411165020 ACCESSION NUMBER: 0001503707-14-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140410 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140411 DATE AS OF CHANGE: 20140411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NorthStar Healthcare Income, Inc. CENTRAL INDEX KEY: 0001503707 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 273663988 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-170802 FILM NUMBER: 14760570 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-547-2600 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NorthStar Healthcare Income Trust, Inc. DATE OF NAME CHANGE: 20120404 FORMER COMPANY: FORMER CONFORMED NAME: NorthStar Senior Care Trust, Inc. DATE OF NAME CHANGE: 20101119 FORMER COMPANY: FORMER CONFORMED NAME: NorthStar Healthcare Trust, Inc. DATE OF NAME CHANGE: 20101018 8-K 1 nshi-8xk4102014offering.htm 8-K NSHI - 8-K 4.10.2014 Offering


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): April 10, 2014
 
NorthStar Healthcare Income, Inc.
(Exact name of registrant as specified in its charter)
 

Maryland
 (State or other jurisdiction
of incorporation)
 
333-170802
(Commission File
Number)
 
27-3663988
(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):
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01. Entry into a Material Definitive Agreement

On April 10, 2014, the board of directors (the "Board of Directors") of NorthStar Healthcare Income, Inc. (“NorthStar Healthcare”) extended the term of NorthStar Healthcare’s initial public offering of common stock (the "Offering") until August 7, 2015.

In addition, NorthStar Healthcare is party to a Second Amended and Restated Distribution Support Agreement with NorthStar Healthcare’s sponsor, NorthStar Realty Finance Corp. (the “Sponsor”), dated as of February 4, 2013 (the “Distribution Support Agreement”), pursuant to which the Sponsor agreed to purchase up to an aggregate of $10.0 million in shares of NorthStar Healthcare’s common stock (which includes shares purchased by an affiliate of the Sponsor in order to satisfy the Offering's minimum offering amount) during the two-year period following commencement of the Offering, in order to provide additional support to pay distributions to NorthStar Healthcare’s stockholders at a rate of at least 6.75% per annum on stockholders’ invested capital. The Offering commenced on August 7, 2012 and in connection with the extension of the Offering, the Board approved, and NorthStar Healthcare entered into, an amended and restated Distribution Support Agreement that extends the term of the Distribution Support Agreement until August 7, 2015. All other terms of the Distribution Support Agreement remain in effect without modification.

The foregoing descriptions do not purport to be complete and are subject to, and qualified in their entirety by, the agreement filed as an exhibit to this Current Report on Form 8-K, which agreement is incorporated by reference herein.

Item 8.01. Other Events
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number
Description
10.1
Third Amended and Restated Distribution Support Agreement, dated as of April 10, 2014, by and between NorthStar Realty Finance Corp. and NorthStar Healthcare Income, Inc.

Safe Harbor Statement

This Current Report on Form 8-K 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. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “will” “expects,” “intends,” or other similar words or expressions. These statements are based on NorthStar Healthcare’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; NorthStar Healthcare can give no assurance that its expectations will be attained. Forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any forward-looking statements will not materialize or will vary significantly from actual results. Variations of assumptions and results may be material. Factors that could cause actual results to differ materially from NorthStar Healthcare’s expectations include, but are not limited to, whether or not the Sponsor fulfills its obligations under the Distribution Support Agreement, the impact of any losses from our properties on cash flows and returns, market rental rates and property level cash flows, changes in economic conditions generally and the real estate and debt markets specifically, the impact of local economics, the ability to successfully implement an exit strategy, availability of investment opportunities, availability of capital, the ability to achieve its targeted returns, generally accepted accounting principles, policies and rules applicable to REITs and the factors described in Part I, Item 1A of NorthStar Healthcare’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and in its other filings with the Securities and Exchange Commission. The foregoing list of factors is not exhaustive. All forward-looking statements included in this Current Report on Form 8-K are based upon information available to NorthStar Healthcare on the date of this report and NorthStar Healthcare is under no duty to update any of the forward-looking statements after the date of this report to conform these statements to actual results.


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

 
NorthStar Healthcare Income, Inc.
 
 
 
 
Date: April 11, 2014
By:
/s/ Ronald J. Lieberman
 
 
Ronald J. Lieberman
 
 
Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX
 
Exhibit Number
Description
 
 
 
10.1
Third Amended and Restated Distribution Support Agreement, dated as of April 10, 2014, by and between NorthStar Realty Finance Corp. and NorthStar Healthcare Income, Inc.
 




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EX-10.1 2 exhibit101-thirdardsa.htm EXHIBIT Exhibit101- Third AR DSA


Exhibit 10.1

NORTHSTAR HEALTHCARE INCOME, INC.
THIRD AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT
THIRD AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated April 10, 2014 by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Healthcare Income, Inc. (the “Company”).
WHEREAS, the Company has registered for public sale (the “Offering”) a maximum of $1,100,000,000 in shares of its common stock, $0.01 par value per share (the “Shares”), of which amount: (a) up to $1,000,000,000 in Shares are being offered to the public pursuant to the Company’s primary offering; and (b) up to $100,000,000 in Shares are being offered to stockholders of the Company (the “Stockholders”) pursuant to the Company’s distribution reinvestment plan;
WHEREAS, the net proceeds of the Offering will be invested in a diversified portfolio of assets in the healthcare property sector, including a combination of debt and equity investments;
WHEREAS, to ensure that the Company has a sufficient amount of funds to pay cash distributions to Stockholders during the Offering, the Company and NRFC entered into a Distribution Support Agreement dated July 24, 2012 (the “Original Agreement”), pursuant to which NRFC agreed to purchase up to an aggregate of $10,000,000 in Shares in accordance with the terms set forth therein;
WHEREAS, the Company and NRFC entered into an Amended and Restated Distribution Support Agreement dated July 31, 2012 (the “First Amended and Restated Agreement”), which amended and restated the Original Agreement; and
WHEREAS, the Company and NRFC entered into a Second Amended and Restated Distribution Support Agreement dated February 4, 2013 (the “Second Amended and Restated Agreement”), which amended and restated the First Amended and Restated Agreement;
WHEREAS, the Company and NRFC desire to enter into this Agreement, which amends and restates the Second Amended and Restated Agreement to extend the term of the Second Amended and Restated Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.    Definitions. The following terms, when used herein, shall have the following meanings:
Affiliate” means with respect to any Person: (i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person; (ii) any Person directly or indirectly owning, controlling, or holding with the power to vote 10% or more of the outstanding voting securities of such other Person; (iii) any legal entity for which such Person acts as an executive officer, director, trustee, or general partner; (iv) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such other Person; and (v) any executive officer, director, trustee, or general partner of such other Person.




Agreement” has the meaning set forth in the recitals.
Business Day” means any day other a Saturday, a Sunday or a day on which banks are required or permitted to close in New York, New York.
Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.
Company” has the meaning set forth in the recitals.
Distribution Shortfall” means, with respect to any calendar quarter during the Term, the amount by which Quarterly Distributions exceed MFFO for such quarter or, in the event MFFO is negative, the amount of the Quarterly Distributions for such quarter.
Invested Capital” means the amount calculated by multiplying the total number of Shares purchased by Stockholders by the Issue Price, reduced by: (i) any amounts paid by the Company to repurchase Shares pursuant to the Company’s plan for redemption of Shares; and (ii) the aggregate amount of net sale proceeds distributed to Stockholders as a result of the sale of one or more of the Company’s investments.
Issue Date” has the meaning set forth in Section 3(b) hereof.
Issue Price” means the gross price per Share the original purchasers of Shares paid to the Company for the Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Shares).
MFFO” means the Company’s modified funds from operations as disclosed in the Company’s Periodic Report filed with respect to the applicable period.
NRFC” has the meaning set forth in the recitals.
NorthStar Healthcare Income Advisor” means NorthStar Healthcare Income Advisor, LLC.
Offering” has the meaning set forth in the recitals.
Periodic Report” means the Company’s quarterly report on Form 10-Q or annual report on Form 10-K, as applicable.
Person” means an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c) (17) of the Internal Revenue Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, or any government or any agency or political subdivision thereof, and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
Prospectus” means the prospectus for the Offering, as amended or supplemented, filed with the SEC at or after the effective date of the Company’s registration statement on Form S-11 (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein),

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pursuant to the Securities Act of 1933, as amended, and the applicable rules and regulations of the SEC promulgated thereunder.
Purchase Price” means, as of any given date, the per share price payable in the Offering, net of the per share selling commissions and dealer manager fees specified in the Prospectus.
Quarterly Distributions” means the aggregate amount of cash distributions paid to Stockholders during a calendar quarter.
SEC” means the United States Securities and Exchange Commission.
Shares” has the meaning set forth in the recitals.
Stockholders” has the meaning set forth in the recitals.
Stockholders’ 6.75% Return” means, as of any date, an aggregate amount equal to a 6.75% cumulative, non-compounded, annual return on Invested Capital (calculated like simple interest on a daily basis based on a 365 day year). For purposes of calculating the Stockholders’ 6.75% Return, Invested Capital shall be determined for each day during the period for which the Stockholders’ 6.75% Return is being calculated.
Threshold Amount” means an amount equal to the Stockholders’ 6.75% Return, prorated for such quarter.
Term” has the meaning set forth in Section 4 hereof.
2.    Share Purchase Commitment. In the event of a Distribution Shortfall for any calendar quarter during the Term, NRFC shall purchase Shares from the Company in an amount equal to the Distribution Shortfall; provided, however, that NRFC shall not be obligated to purchase Shares for any quarter in which MFFO for such quarter exceeds the Threshold Amount and further provided, that NRFC’s obligation to purchase Shares pursuant to this Agreement shall be limited to an aggregate of $10,000,000 in purchase amount (including any contributions made by NRFC and its subsidiaries to the Company to satisfy the minimum Offering amount of $2,000,000). Any Shares purchased by NRFC pursuant to this Section 2 shall be purchased pursuant to the Offering and at the Purchase Price in effect as of the date of purchase of the Shares. As of the date of this Agreement, NRFC’s remaining commitment to purchase Shares under this Agreement, after taking into account NRFC’s initial $2,000,007 purchase of Shares to satisfy the minimum Offering amount and NRFC’s subsequent purchase of 11,168 Shares for an aggregate purchase price of $100,511 for prior Distribution Shortfalls, is limited to $7,899,482.
3.
Procedure for Purchase of Shares.
(a)
In the event of a Distribution Shortfall, the Company shall deliver to NRFC a written notice within ten (10) Business Days following the Company’s filing with the SEC of its Periodic Report for such calendar quarter specifying the number of Shares to be purchased by NRFC pursuant to Section 2 above and the Company’s calculation of the Distribution Shortfall.
(b)
On the fifth Business Day following the delivery of such notice (the “Issue Date”), the Company shall issue to NRFC the Shares being sold against NRFC’s delivery

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of an executed subscription for the Offering and payment of the purchase price for such Shares by wire transfer of immediately available funds.
4.    Term. This Agreement shall be in effect until the earlier of (a) the third anniversary of the commencement of the Offering or (b) the date upon which neither NorthStar Healthcare Income Advisor nor another Affiliate of NRFC is serving as the Company’s Advisor (as such term is defined in the Company’s Articles of Incorporation, as amended from time to time) with responsibility for the Company’s day-to-day operations (the “Term”).
5.    Notices. All notices shall be in writing and shall be given or made, by delivery in person or by guaranteed delivery overnight courier to NRFC at the address set forth below:
NorthStar Realty Finance Corp.
399 Park Avenue, 18th Floor
New York, NY 10022
Attention: Daniel R. Gilbert, Chief Investment and Operations Officer
or to such other address as NRFC may designate to the Company in writing. Notices shall be effective upon receipt in the case of personal delivery or one Business Day after being sent in the case of delivery by overnight courier.
6.    Voting Agreement. NRFC agrees, and shall cause any of its Affiliates to whom it may transfer Shares to agree on behalf of itself and to require any subsequent transferees that are Affiliates to agree that, with respect to any Shares purchased pursuant to this Agreement or otherwise acquired, it will not vote or consent on matters submitted to the Stockholders regarding any transaction between the Company and any Affiliate of NRFC, including without limitation, the removal of NorthStar Healthcare Income Advisor or any of its Affiliates as the Company’s Advisor (as such term is defined in the Company’s Articles of Incorporation, as amended from time to time). This voting restriction shall survive until such time that NorthStar Healthcare Income Advisor or any of its Affiliates is no longer serving as the Company’s Advisor.
7.    Assignment; Third Party Beneficiaries. This Agreement may not be assigned by either party; provided, however, that NRFC may assign its obligations under this Agreement to any one or more of its Affiliates, but no such assignments shall relieve NRFC of its obligations hereunder. This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto.
8.    Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without reference to conflict of laws provisions.
9.    Amendment. No amendment, modification or waiver of this Agreement will be valid unless made in writing and duly executed by each party hereto.
10.    Entire Agreement. This agreement constitutes the entire understanding between the parties with respect to the subject matter hereof. This agreement may be executed in one or more counterparts.
[The remainder of this page is intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
NorthStar Healthcare Income, Inc.
 
 
By:
/s/ Ronald J. Lieberman
Name:
Ronald J. Lieberman
Title:
Executive Vice President, General Counsel and Secretary

NorthStar Realty Finance Corp.
 
 
By:
/s/ Ronald J. Lieberman
Name:
Ronald J. Lieberman
Title:
Executive Vice President, General Counsel and Secretary


NorthStar Healthcare – Third Amended and Restated Distribution Support Agreement