NEW YORK METRO REAL ESTATE
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Comparison of Class A, T & I Shares
Class A Shares Class T Shares Class I Shares
Offering Price Per Share $10.11
(higher price due to greater upfront fees and expenses)
$9.55
(lower price due to lesser upfront fees and expenses)
$9.10
(lowest upfront cost due to no upfront fees and expenses)
Shares Received Per $10,000 Investment
Approximately 989 Fewer shares
Approximately 1,047 More shares
Approximately 1,099 More shares
Distributions3
Higher distributions due to no ongoing distribution fees
Lower distributions due to ongoing distribution fees1
Higher distributions due to no ongoing distribution fees2
Distributions paid with respect to Class T Shares (including shares issued pursuant to the DRP), will be lower than those paid with respect to Class A Shares and Class I Shares during the payment of the Class T distribution fees.
Volume Discounts Available4 Not available Not available
Distribution Reinvestment
Plan (DRP) Share Price5 $9.81 $9.27 $9.10
Investor Eligibility6 General Public General Public Asset-Based Fee Accounts
NorthStar/RXR New York Metro Real Estate, Inc. (NorthStar/RXR) is offering three classes of its common stock in an
effort to provide investors and financial advisors with flexible investment options. Please review the details of each
share class to determine which option may be most suitable for your investment plan.
Share Class Overview
All amounts shown have been rounded to the nearest whole cent and the number of shares are rounded accordingly. 1) After the combination of upfront selling commissions, dealer manager fees and distribution fees reach 10%, and as described in note 10 below, Class T Shares in a stockholder’s account will convert to Class A Shares and will receive distributions consistent with Class A Shares. 2) Net distributions to investor dependent upon advisory fee charged by broker-dealer/RIA. 3) Many REITs do not produce income, but may produce distributions. These distributions may represent a return of capital. There is no guarantee that shareholders will receive distributions or that an investment in a REIT will be profitable or that it will realize growth in the value of its assets. Some or all of NorthStar/RXR’s distributions may be paid from offering proceeds as well as from borrowings, proceeds from the sale of assets, proceeds from the issuance of shares pursuant to its distribution reinvestment plan, cash resulting from a waiver or deferral of fees and interest income from its cash balances. There is no limit on distributions that may be made from these sources. To the extent NorthStar/RXR pays distributions from sources other than cash flows from operating activities, it may have less funds available for the acquisition of properties, and an investor’s overall return may be reduced. 4) Please consult the prospectus for additional details. 5) NorthStar/RXR’s board of directors may terminate the distribution reinvestment plan at its discretion at any time upon ten-days written notice. Once NorthStar/RXR establishes the estimated net asset value per share (NAV) for Class A and Class T shares, DRP Shares will be priced at 97% of the estimated NAV per share of such class of shares. DRP shares will be allocated to the same share class as the initial investment. 6) For more information, see “Plan of Distribution” in the prospectus. 7) This example is for illustrative purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities of NorthStar/RXR. 8) Calculated on primary shares as a percentage of the current gross offering price. The actual maximum selling commission and dealer manager fee will be calculated using a percentage of the gross investment amount equal to 7.0% for the selling commission and 3.0% for the dealer manager fee for Class A Shares, 2.0% for the selling commission and 2.75% for the dealer manager fee for Class T Shares and no selling commission or dealer manager fee for Class I Shares. 9) Organization and offering costs are estimated to be approximately 1.0% of aggregate gross offering proceeds. 10) The distribution fees accrue daily and are calculated on primary shares as a percentage of the current gross offering price or, if NorthStar/RXR is no longer offering primary shares, the NAV per share. Any distribution fees will reduce all Class T Share distributions, including any portion that may be sourced from non-income items, including those that constitute a return of capital and those sourced from borrowings. We will cease paying distribution fees with respect to each Class T Share on the earliest to occur of the following: (i) a listing of shares of our common stock on a national securities exchange; (ii) such Class T Share no longer being outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including dealer manager fees, sales commissions, distribution fees and any other underwriting compensation paid to participating broker-dealers with respect to all Class A Shares, Class T Shares and Class I Shares would be in excess of 10% of the gross proceeds of the primary portion of the offering; or (iv) the end of the month in which total underwriting compensation, including dealer manager fees, sales commissions, and distribution fees with respect to the Class T Shares held by a stockholder within his or her particular account would be in excess of 10% of the total gross investment amount at the time of purchase of the primary Class T Shares held in such account. The dollar amount of distribution fees may change based on future offering price and estimated NAV changes.
Commission & Expense Summary
7Class A Shares Example of $10,000
Class A Share Investment Class T Shares
Example of $10,000
Class T Share Investment Class I Shares
Example of $10,000 Class I Share Investment
Offering Price Per Share $10.11 $10,000 ≈ 989 shares $9.55 $10,000 ≈ 1,047 shares $9.10 $10,000 ≈ 1,099 shares
Upfront Selling
Commissions8 $0.71 7.00% $700 $0.19 2.00% $200 $0.00 0.00% $0
Dealer Manager Fee8 $0.30 3.00% $300 $0.26 2.75% $275 $0.00 0.00% $0
O & O9 $0.10 1.0% $100 $0.10 1.0% $100 $0.10 1.0% $100
Amount Available
for Investment $9.00 $8,900 $9.00 $9,425 $9.00 $9,900
• We have no operating history and there is no assurance that we will achieve our investment objectives; the prior performance of our sponsors and their affiliated entities may not predict our future results.
• No public market currently exists for our shares; therefore, it will be difficult to sell your 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 and you will not have an opportunity to evaluate the investments we make subsequent to the date you subscribe for shares. • We depend on our advisor and its affiliates, as well as our sub-advisor and its
affiliates, to select our investments and conduct our operations. We will pay substantial fees and expenses to our advisor, sub-advisor and their affiliates which will reduce cash available for investment and distribution. These fees were not determined on an arm’s length basis. These fees increase your risk of loss.
• Our investments may be adversely affected by economic cycles and risks inherent to the New York metropolitan area, especially New York City, and to risks inherent in geographic concentration.
• We expect to acquire more than a majority of our investments through joint venture arrangements with RXR Value Added Fund III, an affiliate of RXR Realty. We may also enter into joint ventures or other co-ownership arrangements with other third parties. Such investments may involve risks not otherwise present with other investments.
• We expect to use leverage in connection with our investments, which increases the risk of loss associated with our investments.
• Our tenants may not be able to make lease payments and our borrowers may not be able to make debt service payments to us due to changes in economic conditions, regulatory requirements and other factors.
• Our executive officers and other key investment professionals of our sponsors and their affiliates who perform services for us on behalf of our advisor and sub-advisor face conflicts of interest, including time constraints, allocation of investment opportunities and significant conflicts created by compensation arrangements with us and other affiliates of our sponsors.
• There is no guarantee of distributions. Distributions have been paid and may continue to be paid from sources other than cash flow from operations, including offering proceeds, borrowings or sales of assets and distributions may exceed earnings which may reduce an investor’s overall return. We have not established a limit on the amount of proceeds we may use to fund distributions. If we pay distributions from sources other than our cash flow from operations, 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. Distributions to the Class T Shares will be reduced by the payment of the distribution fee.
• If we only raise the minimum offering amount, or are unable to raise substantial funds, we will be limited in the number and type of investments we can make and the value of your investment in the offering will fluctuate with the performance of the specific assets we acquire.
• 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 Class A Shares, Class T Shares and Class I Shares were not established on an independent basis, therefore, the offering prices will not accurately represent the value of our assets, as they were arbitrarily determined, and the actual value of your investment may be substantially less. • Our charter does not require our board of directors to seek stockholder
approval to liquidate our assets by a specified date, nor does our charter require our board of directors to list our shares for trading by a specified date. • We have not yet qualified to be taxed as a REIT. 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 sponsors, 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.
RXR-SHAREOVERVIEW_05.2017
For more information, call our sales desk at 877.940.8777 or visit www.NorthStarSecurities.com/RXR
Securities offered through NorthStar Securities, LLC, member FINRA/SIPC, an affiliate of and dealer manager for NorthStar/RXR.9) Any amendment to the share repurchase program that adversely affects the rights or obligations of a participant will take effect upon ten days prior written notice to stockholders except that changes in the number of shares that can be repurchased during any calendar year will take effect upon ten business days prior written notice. Please consult the prospectus for additional details.
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.
Risk Factors
Consider the following risks before making an investment in NorthStar/RXR, structured as a public, non-traded REIT:
Redemption of Shares
NorthStar/RXR is intended for investors with a long-term investment horizon. However, once shares are held for a minimum of one year, investors may qualify to redeem their shares at a price equal to the value set forth in the investor account statement as determined in accordance with the Financial Industry Regulatory Authority (FINRA) Rule 15-02, or Account Statement Value. NorthStar/RXR’s ability to process redemptions is subject to certain restrictions and, subject only to certain notice requirements, the board of directors may amend or terminate the share repurchase program at its discretion at any time.9
Redemption Price
(one-year minimum hold, pro-rata redemptions) . . . Account Statement Value
