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Northstar Realty Finance: European Spin-Off Update Presentation October 2015

The following excerpt is from the company's SEC filing.

2 This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about future results, growth potential, the projected sale price of properties held-for-sale, projected leverage, projected yields, projected net operating income (NOI), target distribution per share, projected economic growth, hypothetical or projected cash available for distribution (CAD), rates of return and perf ormance, projected rental rate growth, ability to reposition or enhance the performance of existing properties, market and industry trends, investment opportunities, business conditions and other matters, including, among other things: risks inherent in a spin-off, including those related to the capital resources required to protect against business risks; legal risks and risks associated with the accounting treatment of a spin-off transaction; risks associated with operating as an independent public company and loss of certain benefits associated with being owned as part of a larger company; NREs rapid growth and relatively limited experience investing in Europe; the ability of NorthStar Asset Management Group Inc. (NSAM) to scale its operations in Europe to effectively manage NREs growth; the ability or NRF and NRE to realize the anticipated benefits of the spin-off transaction; NRFs and NREs ability to qualify and remain qualified as a real estate investment trust (REIT); access to debt and equity capital and liquidity; use of leverage and ability to comply with the terms of any borrowing arrangements; the ability to obtain mortgage financing on real estate portfolio on favorable terms or at all; the effect of economic conditions, particularly in Europe, on the valuation of European investments and on the tenants of owned real property; the unknown impact of the potential default and/or exit of one or more countries within the European Union; NREs ability to acquire attractive investment opportunities and the impact of competition for attractive investment opportunities; NRFs and NREs performance pursuant to long-term management contracts with NSAM as its manager, including reliance on NSAM and its affiliates and sub-advisors/joint venture partners in providing management services to NRF and NRE, the payment of substantial base and potential incentive fees to NSAM, the allocation of investments by NSAM among NRF and NRE and NSAMs and its affiliates other managed companies and strategic vehicles and various conflicts of interest in the relationship with NSAM; the effectiveness of portfolio management techniques and strategies, including reliance on third parties and the potential loss and/or liability arising as a result of our relationships with such third parties; the impact of adverse conditions affecting a specific property type in which NRF or NRE have investments, such as office properties; tenant defaults or bankruptcy; illiquidity of properties in their portfolios; the ability to realize current and expected return over the life of investments; any failure in NRFs or NREs due diligence to identify all relevant facts in the underwriting process or otherwise; the impact of credit rating downgrades; the ability to manage costs in line with expectations and the impact on CAD and NOI; environmental and regulatory requirements, compliance costs and liabilities related to owning and operating properties and to a business in general; effect of regulatory actions, litigation and contractual claims against NRF or NRE and their affiliates, including the potential settlement and litigation of such claims; changes in international and domestic laws or regulations governing various aspects of NRFs or NREs business; future changes in local tax law that may have an adverse impact on the cash flow and value of investments; the ability to effectively structure investments in a tax efficient manner, including for local tax purposes; the impact that a rise in future interest rates may have on NREs floating rate financing; potential devaluation of the Euro relative to the U.S. dollar due to quantitative easing and/or other factors which could cause the U.S. dollar value of NREs investments to decline; general foreign exchange risk associated with properties located in European countries located outside of the Eurozone, including the United Kingdom and Sweden; the loss of our exemption from the definition of an investment company under the Investment Company Act of 1940, as amended; competition for qualified personnel and NSAMs ability to retain key personnel to manage NRF or NRE effectively; the impact of damage to the NorthStar brand and reputation resulting from internal or external causes; the lack of historical financial statements for properties we may acquire in compliance with U.S. Securities and Exchange Commission (SEC) requirements and U.S. generally accepted accounting principles, as well as the lack of familiarity of tenants and third party service providers with such requirements and principles; failure to maintain effective internal controls and disclosure controls and procedures; the historical combined financial information included in this prospectus not providing an accurate indication of performance in the future or reflecting what NRFs or NREs financial position, results of operations or cash flows would have been had we operated as an independent public companies during the periods presented; and NREs status as an emerging growth company. 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. All forward-looking statements included in this presentation are based upon information available to us on the date hereof and we undertake no duty to update any of the forward-looking statements after the date of this presentation to conform these statements to actual results. The forward-looking statements involve a number of significant risks and uncertainties. Factors that could have a material adverse effect on our operations and future prospects are set forth in NorthStar Realty Finance Corps annual report to Form 10-K for the year ended December 31, 2014, including the section entitled Risk Factors and NorthStar Realty Europe Corps Registration Statement on Form S-11 (Reg. No. 333-205440), including the section entitled Risk Factors. The factors set forth in the Risk Factors section and otherwise described in NorthStar Realty Finance Corp. or NorthStar Realty Europe Corp. filings with the SEC could cause actual results to differ significantly from those contained in any forward-looking statement contained in this presentation. We do not guarantee that the assumptions underlying such forward-looking statements are free from errors. Unless otherwise stated, historical financial information and per share and other data is as of June 30, 2015. This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of NorthStar Realty Finance Corp or NorthStar Realty Europe Corp. The endnotes herein contain important information that is material to an understanding of this presentation and you should read this presentation only with and in context of the endnotes. NorthStar Realty Europe Corp. has filed a registration statement with the SEC registering shares of common stock being distributed to stockholders of NorthStar Realty Finance Corp. This registration statement can be accessed through the following link: http://www.sec.gov/Archives/edgar/data/1646587/0001646587150... Readers of this presentation should read the prospectus in that registration statement and other documents NorthStar Realty Finance Corp. has filed with the SEC for more complete information about NRE. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the documents may be obtained from NRE at its offices at 399 Park Avenue, 18th floor, New York, New York 10022 or by calling 212-547-2600. Forward Looking Statements

3 Spin-off entity NorthStar Realty Europe Corp. (NorthStar Realty Europe or NRE) 100% spin to shareholders of NorthStar Realty Finance Corp. (NYSE: NRF) Exchange / Ticker New York Stock Exchange / NRE Distribution ratio NRF shareholders will receive 1 NRE share for every 6 NRF shares held Portfolio(1) $2.6 billion (at cost) invested across four transactions with 52 predominately office properties in nine European countries Primary investment focus Class A office assets in established European markets External manager NorthStar Asset Management (NYSE: NSAM) Record date / Distribution date October 22, 2015 / October 31, 2015(2) Expected annual distribution(3) $0.10 per share prior to the 1 for 6 distribution ratio ($1.50 per share at NRF after spin-off, before adjustment for the anticipated reverse stock split) NRF reverse stock split Following the spin-off of NRE, NorthStar Realty Finance will execute a 1 for 2 reverse stock split of NRF shares Spin-off Transaction Summary

4 Company Highlights Pure play pan-European predominately office REIT Positioned to capitalize on improving European macro environment Track record of sourcing attractive acquisitions through...


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