NorthStar Asset Management Group Inc. New York Office. Harness the Benefits of Real Estate Lending

Transcription

1 NorthStar Asset Management Group Inc. New York Office Harness the Benefits of Real Estate Lending

2 Forward Looking Statements This sales material includes forward-looking statements that can be identified by the use of words such as will, may, should, intend, believe, expect, could, target, or other comparable terminology. Statements concerning projections, future performance, cash flows and any other guidance on present or future periods constitute forwardlooking statements. Forward-looking statements involve significant risks and uncertainties and you should not unduly rely on these statements. You should be aware that a number of important factors, including, but not limited to, the factors described in the Investment Risks below and in our filings with the Securities and Exchange Commission, could cause our actual results to differ materially from those in these forward-looking statements. The statements made herein are as of the date hereof and we undertake no obligation to update these statements except as may be required by applicable securities laws. Investment Risks Consider the following risks before making an investment in NorthStar Real Estate Income II, Inc. (NorthStar Income II), a public, non-traded real estate investment trust (REIT): We have limited operating history and we may not achieve our investment objectives; the prior performance of our sponsor may not predict our future results. No public market currently exists for our shares. If you are able to sell your shares, you would likely have to sell them at a substantial loss. This is a blind pool offering because we have not identified most of the investments we intend to acquire with the net proceeds of our offering. We depend on our advisor and its affiliates to select our investments and conduct our operations. The fees we pay to our advisor and its affiliates were not determined on an arm s length basis. These fees increase your risk of loss. The collateral securing our debt investments may decrease in value or lose all value over time, which may lead to a loss of some or all of principal. Any unsecured debt may involve a heightened level of risk. We expect to use leverage in connection with our investments, which increases the risk of loss associated with our investments. Our borrowers may not be able to make debt service payments to us due to changes in economic conditions, regulatory requirements and other factors. There is no guarantee of distributions. Our organizational documents permit us to pay distributions from any source, including offering proceeds, borrowings or sales of assets. We have not established a limit on the amount of proceeds we may use to fund distributions. We have paid most of the distributions from offering proceeds and may continue to pay distributions from sources other than cash flow from operations and as a result we will have less cash available for investments and your overall return may be reduced. There is no guarantee of any return and you may lose a part or all of your investment. Our executive officers and our advisor s other key professionals are also officers, directors, managers and key professionals of our sponsor and its affiliates. As a result, they will face significant conflicts of interest. If we raise substantially less than the maximum offering, we may not be able to acquire a diverse portfolio of investments and the value of your shares may vary more widely with the performance of specific assets. Diversification does not eliminate risk and does not assure better performance. We may change our targeted investments or investment policies without stockholder consent. The offering prices of our shares were determined by our board of directors based on a valuation of our assets and liabilities and may not be indicative of the price at which the shares would trade on a securities exchange or be sold. The actual value of our shares may be substantially less than our offering prices. We are not required to liquidate our assets or list our shares for trading by a specified date or at all. Our investments in CMBS and CDOs and other structured debt securities will be subject to risks relating to the volatility in the value of our assets and underlying collateral, default on underlying income streams, fluctuations in interests rates, decreased value and liquidity of the investments and other risks associated with such securities which may be unknown and unaccounted for by issuers of the securities and by the rating agencies. These investments are only appropriate for investors who can sustain a high degree of risk. If we fail to qualify as a REIT for federal income tax purposes, our cash available for distribution and the value of our shares could materially decrease. If we terminate our agreement with our advisor, we may be required to pay significant fees to an affiliate of our sponsor, which will reduce the cash available for distribution to you. The other risks set forth in our prospectus and our filings with the Securities and Exchange Commission. Investor Suitability Investors in NorthStar Income II must have net worth of at least 250,000, not including home, furnishings and personal automobile, or gross annual income of at least 70,000 and a net worth of at least 70,000. AL, CA, IA, KS, KY, MA, ME, NV, NJ, NM, ND, OR and PA have higher suitability requirements and recommendations. Please review the prospectus for state specific suitability standards prior to investing or recommending that clients invest. This sales and advertising literature is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by the prospectus. This literature must be read in conjunction with the prospectus in order to fully understand all of the implications and risks of the offering of securities to which the prospectus relates. A copy of the prospectus must be made available to you in connection with any offering. No offering is made except by a prospectus filed with the Department of Law of the State of New York. Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of our common stock, determined if the prospectus is truthful or complete or passed on or endorsed the merits of this offering. Any representation to the contrary is a criminal offense. NorthStar Securities, LLC is doing business as NorthStar BD Securities, LLC (DE) in the following states: FL, GA, TX and WA. 2 Securities offered through NorthStar Securities, LLC, member FINRA/SIPC, an affiliate of and dealer manager for NorthStar Income II.

3 A Fundamental Commercial Real Estate Debt Investment Seeking to Generate Income Through Cash Distributions 1 Yield is scarce in today s low interest rate environment. This lack of income may force investors to make a difficult decision: accept lower returns, or assume more risk to meet their investment objectives. NorthStar Real Estate Income II, Inc. (NorthStar Income II), a public, non-traded real estate investment trust (REIT), aims to help investors meet their income needs by originating, acquiring and asset managing a diversified portfolio of commercial real estate debt, select equity and securities investments. We believe our flexibility to invest throughout the capital stack may create significant investment opportunities those that may offer attractive yields relative to their risk. % NorthStar Income II is Intended for Investors: Looking for potential income through monthly distributions.1 Seeking exposure to real estate investing that may offer principal protection and reduce portfolio volatility. Wanting a non-correlated complement to a traditional stock-and-bond portfolio that may provide additional portfolio diversification. 2 NorthStar Income II may be a solution for investors with these objectives who have a longer-term investment horizon. 1) There is no guarantee of distributions. Distributions have been paid and may continue to be paid from sources other than cash flow from operations, such as offering proceeds, borrowings or sales of assets and distributions may exceed earnings. Fees paid to the advisor were not determined on an arm s length basis and reduce the amount the program can invest in income-producing assets and your overall return may be reduced. If we make investments with attractive yields, there is no guarantee that it will result in distributions. 2) Diversification does not eliminate risk and does not assure better performance. NorthStar Income II 3

4 Diversify with Commercial Real Estate For most retail investors, exposure to real estate has traditionally been limited to home ownership, while investing in high-quality, commercial real estate remained reserved for institutional investors. Today, commercial real estate investments are more widely accessible to individual investors through investment vehicles such as non-traded REITs, which seek to diversify traditional investment portfolios and may help reduce volatility while potentially improving overall performance. NorthStar Income II provides investors the opportunity to add commercial real estate to their investment portfolios, which may: Increase portfolio diversification Lower portfolio risk by reducing the correlation across major asset classes Provide an alternative source of consistent cash flow Help hedge against inflation Commercial real estate debt-focused investments may provide all of these attributes while preserving invested capital. Diversification does not eliminate risk and does not assure better performance. An investment in NorthStar Income II is not a direct investment in commercial real estate or commercial real estate debt. An investment in NorthStar Income II is subject to fees and expenses that do not apply to such direct investments. 4 NorthStar Asset Management Group Inc. New York Office

5 Capitalizing on a Healthy Commercial Real Estate Lending Environment We believe today s commercial real estate lending environment presents attractive investment opportunities for experienced lenders with a proven track record. Commercial real estate transaction volume has increased approximately 500% since 2009 to over 400 billion in Approximately 2.1 trillion of commercial real estate debt is expected to mature through 2019 (or approximately 1.2 billion a day on average). 4 Only a fraction of these maturities will be refinanced through traditional lenders, such as banks and insurance companies. 5 Each of these commercial real estate transactions and loan maturities creates a new lending opportunity and NorthStar Income II believes this healthy lending environment provides a sustainable and compelling investment landscape. Employing its strong origination capability, portfolio management expertise and established presence as a leading commercial real estate lender, NorthStar Income II seeks to capitalize on these market dynamics to achieve its investment objectives. Upcoming Maturities Outpace Origination Volume COMMERCIAL REAL ESTATE LOAN MATURITIES (in billions) AVERAGE ANNUAL ORIGINATION VOLUME 258 Billion ( ) An investment in NorthStar Income II is not a direct investment in commercial real estate or commercial real estate debt. 3) Real Capital Analytics, March Based on independent reports of properties and portfolios 5 million and greater. Data believed to be accurate but not guaranteed. 4) Barclays Capital U.S. Securitization Research: CMBS Outlook Compiled using data from U.S. Federal Reserve, FDIC and Barclays Capital. 5) Commercial Mortgage Alert, March Chart Source: Barclays Capital U.S. Securitization Research: CMBS Outlook Mortgage Bankers Association Annual Origination Volume Summation volume based off of Mortgage Bankers Association Quarterly Surveys of Commercial/Multifamily Originations Index. NorthStar Income II 5

6 Through rigorous in-house due diligence and underwriting, NorthStar gains a deep understanding of the properties it lends to and only finances properties it would own. Since NorthStar is a commercial real estate lender and owner, it is well positioned in the event of borrower default. A Closer Look at Commercial Real Estate Lending While NorthStar Income II may invest in commercial real estate securities and select equity investments, its primary focus is to originate and manage a diversified portfolio of commercial real estate loans. As a non-traded, debt-focused REIT, NorthStar Income II originates loans to commercial real estate property owners and collects interest and principal payments over the life of the loan. How a Non-Traded, Debt-Focused REIT Works STEP 1 STEP 2 STEP 3 STEP 4 Investors purchase shares NorthStar lends money to experienced borrowers 6 Borrowers pay monthly interest Investors may receive monthly cash distributions 7 NorthStar Asset Management Group Inc. (NorthStar), the sponsor of NorthStar Income II, originates a majority of and underwrites all loans in-house, offering greater control over the structure of each investment and the relationship with each borrower. NorthStar has an established asset management business and assigns a dedicated professional to each loan post-closing. The asset manager regularly visits each property and routinely evaluates the investment and the borrower in an effort to ensure the performance of each investment. Investing in debt-focused REITs involves various risks, including but not limited to: unfavorable market conditions, loss of principal and limited liquidity. 6) NorthStar funds its investments using proceeds from the offering as well as borrowings. 7) There is no guarantee of distributions. Distributions have been paid and may continue to be paid from sources other than cash flow from operations, such as offering proceeds, borrowings or sales of assets and distributions may exceed earnings. Fees paid to the advisor were not determined on an arm s length basis and reduce the amount the program can invest in income-producing assets and your overall return may be reduced. 6

7 201 Twenty One Apartments The Commercial Real Estate Debt Strategy Potential Cash Flow Generation NorthStar Income II focuses on lending to experienced real estate investors, many of whom are multi-billion dollar private equity firms and high-net-worth commercial real estate owners/operators. In a typical debt-focused REIT, the distributions to investors are made from mortgage payments made by property owners. Conversely, distributions paid to equity investors are made after all property-related expenses are paid, including the mortgage. Debt Focus May Preserve Capital Since NorthStar Income II is primarily focused on originating commercial real estate loans, its investment portfolio may be cushioned against losses in declining markets. In the real estate capital structure, debt investments maintain a higher priority, meaning commercial real estate debt investors maintain a lower-risk position as property values change. While commercial real estate debt investments may provide greater downside protection, certain commercial real estate debt investments within the capital structure also vary in degree of risk. Rent Collected from Tenants 120 DEBT Mortgage EQUITY DEBT PAY PAY Taxes, Property Management Fees, Insurance, Maintenance Leasing Commission, Tenant Improvements Millions EQUITY PAY PAY Capital Expenditures, Property Reserve Fund Cash Available for Distribution 0 Capital Structure at Property Acquisition Property Value After 20% Gain in Original Value Property Value After 20% Decline in Original Value There is no guarantee of distributions. Distributions have been paid and may continue to be paid from sources other than cash flow from operations, such as offering proceeds, borrowings or sales of assets and distributions may exceed earnings. This illustration is hypothetical in nature and is provided for informational purposes only. There can be no assurance that a debtfocused investment will protect against loss. Consider This Analogy If a homeowner defaults on their mortgage, the bank is entitled to take possession and sell the home in an attempt to recoup its capital and avoid losses. In the same way, if a borrower in NorthStar Income II s portfolio defaults, NorthStar may take possession of the property in order to optimize recovery of its capital. In this scenario, NorthStar has the knowledge and resources to effectively operate and manage the property, unlike many lenders who may be forced to fire-sale the property. However, investing in NorthStar Income II involves various risks including but not limited to unfavorable market conditions, loss of principal and limited liquidity. NorthStar Income II 7

8 NorthStar is one of the first publicly listed companies to introduce public, non-traded debt-focused REITs to the industry. Sheraton Pittsburgh, PA Flexible Exit Strategies When the time comes to liquidate assets and return capital to investors, NorthStar Income II s management has the flexibility to pursue several options aimed at maximizing value for investors. The REIT may: Sell debt portfolios prior to maturity Convert to a publicly-traded vehicle Allow loans to mature Real estate investors should closely consider exit strategy options before making an initial investment. While identifying a specific strategy is not always possible, we believe having the flexibility to pursue a variety of options is beneficial for NorthStar Income II investors. There is no guarantee of liquidity. *NorthStar Income II does not own the properties depicted in the photos. Each property represents the real estate collateral securing individual loan investments within our portfolio. 8

9 Diversify with a Debt Alternative Commercial real estate may help investors diversify their portfolios and generate consistent cash flows. Non-traded REITs that focus on investing in commercial real estate loans may provide an added layer of protection that complements growth-focused investments. As part of a diversified investment approach, commercial real estate investors might choose equity investments for potential capital appreciation and debt-focused investments for potential consistent cash distributions and capital preservation mirroring the relationship between stocks and bonds in a traditional portfolio. Diversification does not eliminate risk and does not assure better performance. NorthStar Income II 9

10 NorthStar Asset Management Group Inc. (NYSE: NSAM) is the sponsor of NorthStar Income II. NorthStar is a global asset management firm focused on managing commercial real estate in the United States and internationally. Why Choose NorthStar? NorthStar s successful track record is closely linked to the organization s highly disciplined investment approach and institutional background. The emphasis on in-house loan origination gives management greater control over the terms of each contract and relationship with its borrowers, potentially resulting in a higher degree of predictability over how each investment is likely to perform. NorthStar s focus on credit underwriting instead of yield potentially provides greater likelihood of repayment of loans at maturity. The investment process is rooted in thorough due diligence. Each borrower and property is carefully vetted in an in-depth review of creditworthiness, as well as on-site property inspections and market analysis. Management believes its emphasis on control of the borrower relationship and attention to detail through proactive portfolio management may support greater downside protection for investors. In addition, NorthStar s loans are generally short-duration (typically three to five years), floating rate loans designed to keep pace with inflation and benefit in a rising interest rate environment. 8 DIRECT IN-HOUSE ORIGINATION CAPABILITIES 37.9 BILLION ASSETS UNDER 9 MANAGEMENT Public company reporting, controls and transparency combined with a strong track record and performance history CENTRALIZED INVESTMENT AND PROACTIVE PORTFOLIO MANAGEMENT PROCEDURES 23 YEARS Management team members average experience in commercial real estate and institutional investing PRUDENT AND DISCIPLINED INVESTMENT PROCESS 10 The performance of NorthStar Asset Management Group Inc. is not indicative of the performance of NorthStar Income II. 8) We may change our targeted investments or investment policies without stockholder consent. 9) As of September 30, Adjusted for acquisitions and commitments to purchase made or entered into by our managed companies through November 4, 2015 and for the Townsend acquisition which we entered into a definitive agreement to acquire on October 15, There is no assurance we will consummate the transactions under definitive agreement on the terms contemplated, or at all. Based on consolidated total assets on the balance sheets of NorthStar s respective sponsored companies. A conflict of interest may arise because NorthStar Asset Management Group Inc. and its affiliates will receive fees from NorthStar Income II, including an acquisition fee earned by the advisor.

11 NorthStar Income II is a public, non-traded real estate investment trust (REIT) formed to originate, acquire and asset manage a diversified portfolio of commercial real estate debt, select equity and securities investments. The portfolio will be diversified across a variety of underlying commercial property types and geographic locations. Not a Deposit Not FDIC Insured Not Guaranteed by the Bank May Lose Value Not Insured by any Federal Government Agency NorthStarSecurities.com/Income2