•	attractive positioning as a European -focused equity REIT with access to a lower cost of capital and capability to execute complex, cross border European transactions;

•	European -focused equity REIT with substantial growth prospects as financial and other institutions deleverage and wind-down their portfolios in Europe;

•	ability to benefit from opportunities in the European markets; and

•	opportunity to increase the aggregate value of NorthStar Europe and NorthStar Realty in order to allow each company to issue equity at a lower cost of capital in connection with acquisitions, joint ventures and partnerships on more favorable terms.

•	historically low interest rates;

•	historically wide spreads between capitalization yields and interest rates;

•	the European Central Bank’s quantitative easing program;

•	depreciation of foreign currencies, primarily the Euro;

•	declining unemployment rates;

•	relatively low oil prices;

•	increased investor and consumer confidence in a sustained European recovery; and

•	the apparent stabilization of European sovereign debt and reversal of the recent upward trend in debt/GDP across the Eurozone.

				Portfolio by Geographic Location
Total portfolio, at cost	$2.6 billion
Number of properties	52
Number of countries	9
Total square meters	520,323
Weighted average occupancy	93	%
Weighted average remaining lease term	6.0 years
In-place rental income related to: (1)
Office properties	94	%
Other	6	%

__________________________________

•	the effect of adverse economic conditions in European, U.S. and global financial markets on the commercial real estate industry;

•	our dependence on NSAM as our manager, including our reliance on NSAM’s affiliates, sub-advisors, joint venture partners and third parties, to achieve our investment objectives, grow our business and make distributions to our stockholders;

•	NSAM failing to effectively perform its obligations under various agreements with us, including our management agreement;

•	our agreements with NSAM and NorthStar Realty not reflecting terms that would have resulted from arm’s-length negotiations among unaffiliated third parties;

•	the payment of substantial base and potential incentive fees to NSAM may cause NSAM to make decisions that are not in our best interests;

•	the allocation of investments by NSAM among us and NSAM’s other managed companies and strategic vehicles and certain other activities of NSAM may create various conflicts of interest in our relationship with NSAM;

•	the concentration of our investments in a specific property, property type or region;

•	the impact of adverse conditions effecting a specific property type in which we have investments, such as office properties;

•	political, economic, market, reputational, operational, legal, regulatory and other risks inherent in conducting business internationally;

•	the relative illiquidity of real estate investments;

•	the ability of our tenants to successfully operate their businesses;

•	regulatory compliance costs and liabilities related to owning and operating properties in our portfolio;

•	our access to financing sources on attractive terms, if at all;

•	our potential use of leverage;

•	the impact that a rise in future interest rates may have on our floating rate financing;

•	our use of short-term borrowings;

•	the effect of our hedging strategy against interest rate and currency exposure and our ability to align our hedging instruments and the investments being hedged;

•	the loss of key personnel if they terminate their employment with NSAM;

•	our dependence on information systems and failures of such systems and our ability to implement effective information and cyber security policies, procedures and capabilities;

•	unknown impact of the potential default and/or exit of one or more countries within the European Union;

•	costs associated with future growth through acquisitions of properties or other companies and our ability to integrate the properties or companies we acquire into our business and operations;

•	our ability to change our investment strategy and distribution policy;

•	our use of non-GAAP financial measures as indicators of our operating performance;

•	provisions of our organizational documents and Maryland law limiting certain business combinations or changes in control;

•	substantial European, U.S. and global regulation, numerous contractual obligations and extensive internal policies and our failure to comply with these matters;

•	our ability to qualify and remain qualified as a REIT for federal income tax purposes;

•	if NorthStar Realty fails to qualify as a REIT in its 2015 taxable year, we would be prevented from electing to qualify as a REIT and if so, would be required to pay income taxes at corporate rates and penalty taxes;

•	REIT distribution requirements could adversely affect our liquidity and may force us to borrow funds or sell properties during unfavorable market conditions;

•	the European Spin-off not having the benefits we anticipate or not enjoying all the benefits that we have prior to the European Spin-off ;

•	the aggregate post-Distribution value of our Common Stock and NorthStar Realty’s common stock not equaling or exceeding the pre-Distribution value of NorthStar Realty’s common stock;

•	our ability to implement our business strategy;

•	the absence of a non-volatile, active trading market for our Common Stock;

•	satisfaction of the requirements of the Sarbanes-Oxley Act and the effectiveness of our internal control over financial reporting;

•	the risk that we might fail to maintain our exclusion from the definition of an “investment company” under the Investment Company Act of 1940, as amended, or the Investment Company Act; and

•	our status as an emerging growth company.

		Acquisition												Ownership
		Date		Primary Location(s)		Primary Description		Cost				Properties		Interest
NorthStar Europe Predecessor (1)
U.K. Complex		Sept-14		Woking, U.K.		Multi-tenant office		$	100			1		93%
New European Investments
SEB Portfolio		April-15		U.K., France, Germany		Multi-tenant office		1,325				11		95%	(2)
Internos Portfolio		April-15		Germany, France, Portugal		Office/Hotel/Industrial/Retail		225				12		100%	(3)
IVG Portfolio		April-15		U.K., France, Germany		Multi-tenant office		212				15		100%	(3)
Deka Portfolio		April-15		Germany		Multi-tenant office		99				10		100%	(3)
Trianon Tower		July-15		Frankfurt, Germany		Multi-tenant office		621				3		95%	(2)
Total								$	2,582			52

__________________

(1)	The financial statements for NorthStar Predecessor include an allocation of certain costs and expenses from activities related to the launch of our European Real Estate Business.

(2)	We are entitled to 100% of net income (loss) based on the allocation formula, as set forth in the governing documents.

(3)	In the near term, we expect to enter into a joint venture arrangement with a third party for an approximate 5% ownership interest in all of the Deka Portfolio, $97 million of the Internos Portfolio and $24 million of the IVG Portfolio.

		Six Months Ended June 30, 2015
		NorthStar Europe Predecessor (1)				Pro Forma Adjustments (2)				Other				Pro Forma (3)
Revenues
Rental and escalation income		$	4,753			$	73,816			$	—			$	78,569
Other revenues		1				1,965				—				1,966
Total revenues		4,754				75,781				—				80,535
Expenses
Management fee, related party		—				—				7,000			(4)	7,000
Operating expenses		1,770				14,927				—				16,697
Interest expense		1,523				16,674				10,907			(5)	29,104
Equity-based compensation expense		—				—				3,707			(8)	3,707
Other general and administrative expenses		1,358				—				—				1,358
Depreciation and amortization		1,814				37,030				—				38,844
Other expenses		—				3,756				—				3,756
Total expenses		6,465				72,387				21,614				100,466
Other income (loss)
Unrealized gain (loss) on investments and other		41				—				—				41
Realized gain (loss) on investments and other		(14		)		—				—				(14		)
Income (loss) before income tax benefit (expense)		(1,684		)		3,394				(21,614		)		(19,904		)
Income tax benefit (expense) (2)(vii)		107				(287		)		1,864				1,684
Net income (loss)		(1,577		)		3,107				(19,750		)		(18,220		)
Net (income) loss attributable to non-controlling interests		21				—				118			(9)	139
Net income (loss) attributable to NorthStar Europe		$	(1,556	)		$	3,107			$	(19,632	)		$	(18,081	)
Earnings (loss) per share:
Basic														$	(0.33	)
Diluted														$	(0.33	)
Weighted average number of shares: (6)
Basic														55,147,328
Diluted														55,507,470

		NorthStar Europe Predecessor				Pro Forma Adjustments (10)				Other				Pro Forma (3)
Assets
Cash		$	3,265			$	14,662			$	250,000		(12)	$	267,927
Restricted cash		6,106				—				—				6,106
Operating real estate, net		54,985				2,156,907				—				2,211,892
Receivables		1,031				—				—				1,031
Unbilled rent receivable, net		694				—				—				694
Derivative assets, at fair value		1,134				30,315				—				31,449
Deferred costs and intangible assets, net		35,232				225,112				9,014			(11)	269,358
Other assets		2,245				572				—				2,817
Total assets		$	104,692			$	2,427,568			$	259,014			$	2,791,274
Liabilities
Mortgage and other notes payable		$	78,585			$	1,439,869			$	—			$	1,518,454
Senior notes		—				—				340,000			(11)	340,000
Accounts payable and accrued expenses		824				—				—				824
Other liabilities		2,706				42,150				—				44,856
Total liabilities		82,115				1,482,019				340,000				1,904,134
Equity
Equity		21,439				943,972				(80,986		)	(11)(12)(13)	884,425
Allocation to non-controlling interests		—				—				(8,677		)	(9)	(8,677		)
NorthStar Europe equity		21,439				943,972				(89,663		)		875,748
Non-controlling interests		1,138				1,577				8,677			(9)	11,392
Total equity		22,577				945,549				(80,986		)		887,140
Total liabilities and equity		$	104,692			$	2,427,568			$	259,014			$	2,791,274

__________________

(1)

The year ended December 31, 2014 includes the Prior Owner Period from January 1, 2014 through September 15, 2014 and NorthStar Owner Period from September 16, 2014 through December 31, 2014. The six months ended June 30, 2015 represents the NorthStar Owner Period. NorthStar Predecessor includes allocation of general and administrative expenses, including operating expenses such as corporate overhead, based on the expectation that NorthStar Europe and NorthStar Realty’s general and administrative expenses would represent approximately 20% of the aggregate general and administrative expenses of NorthStar Europe, NorthStar Realty and NSAM after the Distribution, as described herein in “Corporate Governance and Management — Management Agreement.”

(2)	The following summarizes adjustments related to our New European Investments for the six months ended June 30, 2015 and year ended December 31, 2014 (dollars in thousands):

		Six Months Ended June 30, 2015
		SEB Portfolio								Internos Portfolio								IVG Portfolio
		Historical (i)				Pro Forma Adjustments				Historical (i)				Pro Forma Adjustments				Historical (i)				Pro Forma Adjustments
Revenues
Rental and escalation income		$	39,906			$	260		(ii)	$	9,118			$	(304	)	(ii)	$	4,970			$	127		(ii)
Other revenue		—				—				828				—				726
Total revenues		39,906				260				9,946				(304		)		5,696				127
Expenses
Operating expenses (iv)(v)		5,564				719				1,811				(210		)		2,127				(169		)
Interest expense (iii)		—				9,506				—				1,752				—				1,728
Depreciation and amortization (vi)		—				18,990				—				4,021				—				2,698
Other expenses (v)		—				2,132				—				478				—				274
Total expenses		5,564				31,347				1,811				6,041				2,127				4,531
Income (loss) before income tax benefit (expense)		34,342				(31,087		)		8,135				(6,345		)		3,569				(4,404		)
Income tax benefit (expense) (vii)		—				(275		)		—				(151		)						71
Net income (loss)		34,342				(31,362		)		8,135				(6,496		)		3,569				(4,333		)
Net (income) loss attributable to non-controlling interests (viii)		—				—				—				—				—				—
Net income (loss) attributable to NorthStar Europe		$	34,342			$	(31,362	)		$	8,135			$	(6,496	)		$	3,569			$	(4,333	)