On July 3, 2019, NorthStar Realty Europe Corp. (the “Company”) issued a press release announcing, among other things, its entry into an Agreement and Plan of Merger, dated as of July 3, 2019 (the “Merger Agreement”), among CoRE PANEURO 2019 13 S.à.r.l. (the “Parent”), Nighthawk Merger Sub LLC (“Merger Sub”), the Company, NorthStar Realty Europe Limited Partnership, and>Nighthawk Partnership Merger Sub LLC, to which Parent will acquire the Company to the terms and conditions set forth in the Merger Agreement. Parent and Merger Sub are affiliates of AXA CoRE Europe Fund SCS SICAV-SIF, an affiliate of AXA Investment Managers – Real Assets. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Statement Regarding Forward Looking Statements

Certain statements in this Current Report on Form 8-K may constitute “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 (the “Exchange Act”). 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,” “continue,” “future” or other similar words or expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. The factors that could cause actual results to differ materially include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to termination of the Merger Agreement; the inability to complete the merger, on a timely basis, due to the failure to obtain stockholder approval for the merger, to meet expectations regarding the timing, accounting and tax treatment of the merger, or to satisfy other conditions to the consummation of the merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the merger; the impact of the announcement of the merger on relationships with third parties, including commercial counterparties, tenants and competitors, including operating costs, loss of tenants or business disruption being greater than expected; our ability to qualify and remain qualified as a real estate investment trust; and the impact of legislative, regulatory and competitive changes. The foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in the Company’s reports filed from time to time with the Securities and Exchange Commission (the “SEC”), including the most recently filed Annual Report on Form 10-K for the fiscal year ended December 31, 2018. There can be no assurance that the merger will in fact be consummated.

We caution investors not to unduly rely on any forward-looking statements. Any forward-looking statements speak only as of the date of this communication. The Company is not under any duty to update any of these forward-looking statements after the date of this Current Report, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so.

Additional Information and Where to Find It

This Current Report on Form 8-K may be deemed to be solicitation material in respect of the merger. In connection with the merger, the Company intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A. Before making any voting decision, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT when it becomes available and any other documents to be filed with the SEC in connection with the Merger or incorporated by reference in the proxy statement, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.>>

Investors and security holders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. In addition, the proxy statement and our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished to section 13(a) or 15(d) of the Exchange Act will be available free of charge through our website at https://www.nrecorp.com/>as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

Participants in Solicitation

The Company and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the merger. Information about the directors and executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on

March 13, 2019, and subsequent documents filed with the SEC. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement regarding the merger when it becomes available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

NorthStar Realty Europe Corp. Exhibit
EX-99.1 2 exhibit991pressrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1NorthStar Realty Europe Announces Agreement to be Acquired by AXA Investment Managers – Real AssetsNRE Stockholders will receive an estimated $17.03 per shareApproximate 16% IRR(i) realized from inceptionNRE’s Strategic Review Committee and Board of Directors unanimously approved the transactionJuly 3,…
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About NorthStar Realty Europe Corp. (NYSE:NRE)

NorthStar Realty Europe Corp. is a real estate investment trust. The Company is a European focused commercial real estate company with primary office properties in cities within Germany, the United Kingdom and France. Its objective is to provide its stockholders with stable and recurring cash flow supplemented by capital growth over time. The Company conducts its business through two segments: Real Estate and Corporate. The Real Estate segment includes its European commercial real estate business, which is primarily focused on office properties. The Corporate segment includes corporate level interest expense, management fee, and general and administrative expenses. Its portfolio consists of approximately 48 properties and approximately 495,588 square meters of rentable space, located in various European markets, including Frankfurt, Hamburg, Berlin, London, Paris, Amsterdam, Milan, Brussels and Madrid. It is managed and advised by an affiliate of NorthStar Asset Management Group Inc.