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Actionable news in NRF: NORTHSTAR REALTY FINANCE Corp,

Entry into a Material Definitive

On October 31, 2015, NorthStar Realty Finance Corp., a Maryland corporation (the Company), completed the previously announced spin-off of its European real estate business in the form of a taxable pro rata distribution (the Distribution) of all of the outstanding shares of common stock of NorthStar Realty Europe Corp., a Maryland corporation (NRE), to its common stockholders (the NRE Spin-Off). Immediately following the Distribution, the Company effected a 1-for-2 reverse stock split of its common stock (the NRF Reverse Split).

Amended and Restated Management Agreement

In connection with the NRE Spin-Off and the NRF Reverse Split, the Company entered into an amended and restated asset management agreement (the Amended and Restated Management Agreement), dated as of October 31, 20 15, with NSAM J-NRF Ltd, a Jersey limited company and a foreign subsidiary of NorthStar Asset Management Group Inc. (NSAM), to, among other things, proportionally adjust the base management fee and incentive fee hurdles to account for the fees payable by NRE pursuant to its management agreement with NSAM as result of the NRE Spin-Off and the NRF Reverse Split.

NRFLP LPA Amendment

In connection with the NRF Reverse Split, on November 1, 2015, the Company, as general partner of NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the Company OP), executed the First Amendment to the Amended and Restated Agreement of Limited Partnership of the Company OP (the NRFLP LPA Amendment). The NRFLP LPA Amendment effects a reverse split of the limited partner interests in the Company OP (the Company OP Units) on the same basis as the NRF Reverse Split and applies equally to all Company OP Units.

Separation Agreement and Contribution Agreement

In connection with the NRE Spin-Off, on October 31, 2015, the Company entered into the following agreements with NRE:

a separation agreement between the Company and NRE (the Separation Agreement), which sets forth the principal transactions relating to the Distribution and their respective rights and obligations related thereto, including relating to certain tax matters, indemnification and the ongoing relationship between the Company and NRE with respect the Companys and the Company OPs guarantees of NREs 4.625% Senior Stock-Settleable Notes due December 2016; and

a contribution agreement between the Company and NRE (the Contribution Agreement), and the series of contribution agreements attached as annexes thereto, pursuant to which the Company contributed its European real estate business (excluding European healthcare properties) and $250 million in cash to NRE.

The foregoing descriptions of the Amended and Restated Management Agreement, the NRFLP LPA Amendment, the Separation Agreement and the Contribution Agreement do not purport...


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