NEW YORK METRO REAL ESTATE
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Leading the Way in New York Real Estate Investing
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Please be aware that NorthStar/RXR, CNI NS/RXR Advisors, LLC, RXR NTR Sub-Advisor LLC, Colony NorthStar, Inc., RXR Realty LLC, NorthStar Securities, LLC and their respective oficers, directors, employees and afiliates are not undertaking to provide impartial investment advice or to give advice in a iduciary capacity in connection with NorthStar/RXR’s public offering. These entities and/or individuals may have inancial interests associated with the purchase of NorthStar/RXR’s common stock, as described in the NorthStar/RXR’s prospectus. Investors should consult their inancial advisors before making an investment decision.
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 iled 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.
Securities offered through NorthStar Securities, LLC, member FINRA/SIPC, an afiliate of and dealer manager for NorthStar/RXR. NorthStar Securities, LLC is doing business as NorthStar BD Securities, LLC (DE) in the following states: FL, GA, TX and WA.
Forward Looking Statements
This sales material includes forward-looking statements that can be identiied 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 lows and any other guidance on present or future periods constitute forward-looking statements. Forward-looking statements involve signiicant 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 ilings 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/RXR New York Metro Real Estate, Inc. (NorthStar/RXR), structured as a public, non-traded real estate investment trust (REIT):
• 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 afiliated entities may not predict our future results.
• No public market currently exists for our shares; therefore, it will be dificult 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 afiliates, as well as our sub-advisor and its
afiliates, to select our investments and conduct our operations. We will pay substantial fees and expenses to our advisor, sub-advisor and their afiliates 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 afiliate 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 oficers and other key investment professionals of our sponsors and their afiliates who perform services for us on behalf of our advisor and sub-advisor face conlicts of interest, including time constraints, allocation of investment opportunities and signiicant conlicts created by compensation arrangements with us and other afiliates of our sponsors.
• There is no guarantee of distributions. Distributions have been paid and may continue to be paid from sources other than cash low 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 low 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 luctuate with the performance of the speciic assets we acquire.
• Diversiication 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 speciied date, nor does our charter require our board of directors to list our shares for trading by a speciied date.
• We have not yet qualiied 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 signiicant fees to an afiliate of our sponsors, which will reduce the cash available for distribution to you.
• The other risks set forth in our prospectus and our ilings with the Securities and Exchange Commission.
Investor Suitability
NorthStar/RXR | 3
The property in the photograph above is owned by RXR Realty, not NorthStar/RXR and investors will not acquire an interest in this property. NorthStar/RXR’s 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 concentrations. As with any real estate investment, there are various risks including but not limited to: unfavorable market conditions, loss of principal and limited liquidity. 1) JLL, New York Ofice Outlook, Q4 2014.
2) 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.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.
The New York metropolitan (Metro) commercial real estate market has historically been one of the
strongest and most diverse in the world. We believe positive trends combined with favorable economic
factors and an overall healthy commercial real estate market may present a compelling investment
opportunity in the New York Metro area.
1NorthStar/RXR New York Metro Real Estate, Inc.
(NorthStar/RXR) is structured as a public, non-traded
real estate investment trust (REIT) formed to acquire
high-quality commercial real estate
and seek value-add
investment opportunities in the New York Metro area.
Colony NorthStar, Inc. (Colony NorthStar) and
RXR Realty LLC (RXR Realty) are the co-sponsors of
NorthStar/RXR. We believe the distinctive combination
of Colony NorthStar’s successful experience running
public companies and other non-traded investment
vehicles combined with RXR Realty’s extensive
New York real estate expertise may provide
considerable competitive advantages.
NorthStar/RXR is Intended for Investors:
Seeking exposure to the dynamic New York Metro commercial real estate market.
Wanting potential for capital appreciation and risk-adjusted returns.
%
Looking for current income through cash distributions.2Creating Value through New York Real Estate
22% 17% 14% 13% 11% 10% 4% 4% 3% 2% 4
We believe the New York Metro area has historically provided and will continue to provide compelling real estate investment
opportunities. Positive population, tourism and employment growth fundamentals in the New York Metro area are some of the
components supporting a robust real estate market. Furthermore, we believe an estimated $30 billion in public and private
investment in transportation infrastructure planned in the New York Metro area through 2019 may provide greater access to less
utilized, undeveloped areas of the city and generate increased demand for ofice and residential space.
3RXR Realty’s
strong regional investment expertise and long-standing local relationships may provide NorthStar/RXR a competitive advantage
in sourcing and executing a variety of real estate transactions.
Unlike other economic hubs, New York is differentiated by its
wide-range of industry participants, many of which require a
New York presence. This diversiication in tenant base may
protect the economy during downturns in speciic industries.
5New York City’s job market is at an all-time high, employing
more than four million people.
4We believe these trends may
continue to drive demand in ofice occupancy, potentially
resulting in higher rental rates.
New York Industries by Sector
Employment Growth in New York City Since 1970
All-Time High Employment
Diversified Economy
Why Invest in the New York Metro Area?
Colony NorthStar | New York Office
3) City of New York, Commitment Plan. 4) New York State Department of Labor Statistics as of December 31, 2016. 5) Bureau of Labor Statistics, April 2017
4.1 3.9 3.7 3.5 3.3 3.1 2.9 2.7 2.5
1970s 1980s 1990s 2000s 2010s
All Employees (in millions)
Education & Health Services Professional & Business Services
Trade, Transportation & Utilities
Government
Financial Services
Leisure & Hospitality
Technology
Other Services
Mining, Logging & Construction
Plays a central role as a financial,
technology and corporate hub for
the global economy
8.6
MILLION RESIDENTSPOPULATION AT
ALL-TIME HIGH
6OF OFFICE SPACE WAS
LEASED IN 2016
733
MILLION
SQUARE FEET
An estimated $30 billion of
construction on transportation
infrastructure is planned
through 2019
3NYC HOSTED MORE THAN
60.3 MILLION VISITORS IN 2016,
a 38% increase over the last decade
9NY TRI-STATE
HOME TO 82
FORTUNE
500
COMP
ANIES
8
NorthStar/RXR | 5
Home to Wall Street, the New York Stock
Exchange and the most Fortune 500
companies per capita in the world,
New York City is a leading global economic
center. Accordingly, the New York Metro
commercial real estate landscape is one of
the strongest and most diverse real estate
markets in the world.
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RXR Realty | New York Regional Office
Diversiication does not eliminate risk and does not assure better performance. We may change our investment objectives, policies and strategy at any time without stockholder consent.
NorthStar/RXR seeks to achieve its investment objectives
through a multi-faceted approach focused on acquiring
well located, high-quality commercial real estate in the
New York Metro area.
In addition to investing in established core ofice,
mixed-use and multi-family properties, RXR Realty’s
extensive management and development expertise in the
New York Metro area may provide the opportunity to target
value-add investments by enhancing physical condition
and operations while aiming to meet the changing needs of
New York City tenants. We intend to complement our
investments in direct equity by originating commercial
real estate debt and preferred equity interests.
Additionally, we believe the outer boroughs have become
alternative locations for technology, media and creative
class tenants that seek the cultural character that the
boroughs offer. As a result the suburban markets are poised
to present potentially attractive investment opportunities in
the near term. These market dynamics may generate unique
investment activity as tenants seek more affordable ofice and
residential space outside Manhattan.
Our Investment Approach
NorthStar/RXR | 7
NorthStar/RXR seeks to leverage the long-standing relationships of RXR Realty
and singular focus on investing in the New York Metro area to identify and
execute investments that aim to maximize returns while mitigating risk.
The Power of Local
NorthStar/RXR’s Competitive Advantage
• Access to off market deals
through RXR Realty’s proven track record,
established local presence, market credibility and breadth of relationships.
• Strong understanding of current trends
in the New York Metro area with
RXR Realty’s executive team members averaging 27 years of experience of
investing in the local market.
• Real estate acumen and inancial sophistication
to underwrite and
structure complex real estate transactions through RXR Realty’s vertically
integrated organization.
• Established relationships
in New York Metro area with owners, tenants,
brokers, elected oficials and local municipalities.
• Enhanced underwriting
capability leveraging RXR Realty’s existing
portfolio and extensive local market knowledge.
• Demonstrated value creation
capabilities over a multitude of market/real
estate cycles due to multi-disciplined resources and ability to recognize
risk-return opportunities.
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Flexible Exit Strategies
NorthStar/RXR’s management has successfully
operated, managed and listed REITs and has the
experience to pursue several options aimed at
maximizing value for investors upon consideration
of a liquidity event. The REIT may:
• Liquidate individual portfolio assets
• Sell portfolio in its entirety
• Convert portfolio to a publicly traded vehicle
Real estate investors should closely consider
exit strategy options before making an initial
investment. While identifying a speciic strategy is
not always possible, we believe having the lexibility
to pursue a variety of options is beneicial for
NorthStar/RXR investors.
We are not required to liquidate our assets, sell our portfolio or list our shares for trading by a specified date or at all.
RXR Realty | New Jersey Regional Office
RXR Realty | New York Regional Office
RXR Realty | New York Regional Office
NorthStar/RXR | 9
Delivering Value Through Institutional Expertise
The New York Metro commercial real estate
market may present a sustainable and compelling
investment opportunity.
We believe NorthStar/RXR is ideally positioned to
capitalize in the New York Metro commercial real estate
market due to Colony NorthStar’s and RXR Realty’s
proven track record and years of experience investing
and operating commercial real estate on behalf of
institutional clients in the New York Metro area.
Combining core property investments with
value-added opportunities may create a balanced
portfolio that may deliver capital appreciation,
cash low* and risk-adjusted returns.
*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, which may reduce an investor’s overall return. **NorthStar/RXR owns an indirect minority interest in the property depicted in the photo, acquired through a limited partnership structure.
10 10
Colony NorthStar and RXR Realty have partnered to form
a strategic relationship to co-sponsor NorthStar/RXR.
We believe Colony NorthStar’s successful experience
running public companies and other non-traded
investment vehicles combined with RXR Realty’s
extensive New York market real estate expertise may
provide considerable competitive advantages.
Why Choose NorthStar/RXR?
Colony NorthStar (NYSE: CLNS) is a leading global real estate and investment management irm that strategically
manages real estate and other investment platforms in the United States and internationally and was one of the irst
institutional managers to offer retail products to individual investors. Colony NorthStar provides retail clients with access to
a diverse range of institutional-quality alternative investment programs designed to meet a variety of investor objectives.
RXR Realty is a premier New York-based real estate operating company and is comprised of members of the former
senior management and operating team of Reckson Associates, a NYSE-listed REIT. Since the sale of Reckson,
RXR Realty has amassed a portfolio of approximately 23 million square feet of commercial real estate and investments
in one of the most competitive markets in the world. RXR Realty is one of the most active participants in the New York
Tri-State area and has a track record of successfully owning, managing and developing New York commercial real
estate. With its strong track record and experienced team, RXR Realty leverages all aspects of its vertically integrated
organization with the goal of successful execution and management of its assets.
As co-sponsors, Colony NorthStar and RXR Realty’s management teams average 26 years of experience and aim to
provide investors with access to institutional quality investments and diligently manage all day-to-day operations and
strategic activities of NorthStar/RXR, including identifying, acquiring and managing its investments.
The performance of Colony NorthStar and RXR Realty is not indicative of the performance of NorthStar/RXR. Colony NorthStar, RXR Realty and NorthStar/RXR are separate companies. An investor purchasing shares in NorthStar/RXR’s public offering is making an investment in NorthStar/RXR, not in Colony NorthStar or RXR Realty.
NorthStar/RXR’s 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 concentrations. 10) Represents balance sheet and third-party AUM as of June 30, 2017. Third-party AUM represents capital invested alongside balance sheet, but excludes private equity and retail company interests, which are included in Investment Management AUM. 11) As of June 30, 2017. Gross estimated asset value compiled by RXR Realty in accordance with company fair value measurement policy and is comprised of capital invested by RXR and its partners as well as leverage.
$
56.0
BILLION
ASSETS UNDER MANAGEMENT10
LEADING GLOBAL REAL ESTATE AND INVESTMENT MANAGEMENT FIRM
MANAGES 74 COMMERCIAL REAL ESTATE PROPERTIES & INVESTMENTS CONTAINING 22.1M SQUARE FEET11
One of the most adept participants in New York commercial
real estate with long-standing relationships
$
15.7
BILLION
AGGREGATE GROSSASSET VALUE 11
REPUTATION AS A LEADING REAL ESTATE OWNER, MANAGER & DEVELOPER OF NEW YORK CITY REAL ESTATE
Colony NorthStar | New York Office
PRUDENT & DISCIPLINED INVESTMENT PROCESS
NorthStar/RXR New York Metro Real Estate, Inc. (NorthStar/RXR) is structured
as a public, non-traded real estate investment trust (REIT) formed to acquire
high-quality commercial real estate and seek value-add investment opportunities
in the New York metropolitan area.
NorthStarSecurities.com/RXR
877.940.8777
