NorthStar Realty Finance Corp. (NYSE:NRF) Files An 8-K Other Events

not be regarded as an indication that the NSAM special
committee, the NSAM board, their respective advisors or any
other person considered, or now considers, the NSAM Standalone
Projections to be material or to be necessarily predicative of
actual future results and the NSAM Standalone Projections
should not be relied upon as such.

The NSAM Standalone Projections were previously included in the
Definitive Proxy Statement. The NSAM Standalone Projections, as
supplemented in this Current Report on Form8-K, were not, as
described in more detail in the Definitive Proxy Statement,
prepared with a view toward public disclosure or toward
complying with GAAP, the published guidelines of the SEC
regarding projections and the use of non-GAAP measures or the
guidelines established by the American Institute of Certified
Public Accountants for the preparation and presentation of
prospective financial information. In addition, the disclosure
of the NSAM Standalone Projections in the Definitive Proxy
Statement, as supplemented by this Current Report on Form8-K,
is not being made to influence your decision whether to vote
for or against the NSAM merger proposal and the NSAM charter
proposal.

(1) CAD is defined as set forth in footnote 3 to the table on
page 177 of the Definitive Proxy Statement in the section
entitled The MergersCertain Unaudited Prospective Financial
Information of NSAM.

(2) Amounts in this row may not equal the sum of amounts
reflected in the preceding rows due to rounding.

(3) As described in more detail on page 176 of the Definitive
Proxy Statement, the NSAM Standalone Projections, including the
items set forth in this table, were based on numerous variables
and assumptions that were deemed to be reasonable as of the
respective dates when such projections were finalized. Such
assumptions are inherently uncertain and may be beyond the
control of NSAM.

The following disclosure supplements and restates the third
sentence of the last paragraph on page 205 of the Definitive
Proxy Statement (carrying over to page 206) in the section
entitled The MergersCertain Unaudited Prospective Financial
Information of NRF:

The NRF Standalone Projections include certain non-GAAP
financial measures, such as NOI Other Revenue, EBITDA before
Equity-Comp and CAD (each as defined below).

The following disclosure supplements the disclosure in the
section entitled The MergersCertain Unaudited Prospective
Financial Information of NRF beginning on page 205 of the
Definitive Proxy Statement:

Set forth in the table below is a reconciliation of NRFs
projection of CAD (a non-GAAP financial measure), as included
in the NRF Standalone Financial Projections, to Net Income (a
GAAP financial measure) for the periods indicated below. As
described in more detail on pages 205 and 206 of the Definitive
Proxy Statement, NRF does not, as a matter of course, publicly
disclose long-term projections as to future revenues, earnings
or other results given, among other reasons, the uncertainty,
unpredictability and subjectivity of the underlying assumptions
and estimates. The inclusion of this information in the
Definitive Proxy Statement as well as in the supplemental
disclosure as set forth in this Current Report on Form8-K
should not be regarded as an indication that the NRF special
committee, the NRF board, their respective advisors or any
other person considered, or now considers, the NRF Standalone
Projections to be material or to be necessarily predicative of
actual future results and the NRF Standalone Projections should
not be relied upon as such.

The NRF Standalone Projections were previously included in the
Definitive Proxy Statement. The NRF Standalone Projections, as
supplemented in this Current Report on Form8-K, were not, as
described in more detail in the Definitive Proxy Statement,
prepared with a view toward public disclosure or toward
complying with GAAP, the published guidelines of the SEC
regarding projections and the use of non-GAAP measures or the
guidelines established by the American Institute of Certified
Public Accountants for the preparation and presentation of
prospective financial information. In addition, the disclosure
of the NRF Standalone Projections in the Definitive Proxy
Statement, as supplemented by this Current Report on Form8-K,
is not being made to influence your decision whether to vote
for or against the NRF merger proposal and the NRF charter
proposal.

(1) Includes depreciation and amortization, straight-line
rental revenue, amortization of above/below market leases and
equity-based compensation expense.

(2) CAD is defined as set forth in footnote 4 to the table on
page207 of the Definitive Proxy Statement in the section
entitled The MergersCertain Unaudited Prospective Financial
Information of NRF.

(3) Amounts in this row may not equal the sum of amounts
reflected in the preceding rows due to rounding.

(4) As described in more detail on page206 of the Definitive
Proxy Statement, the NRF Standalone Projections, including the
items set forth in this table, were based on numerous variables
and assumptions that were deemed to be reasonable as of the
respective dates when such projections were finalized. Such
assumptions are inherently uncertain and may be beyond the
control of NRF.

The following disclosure supplements and restates the third
sentence of the third full paragraph on page191 of the
Definitive Proxy Statement in the section entitled The
MergersCertain Unaudited Prospective Financial Information of
Colony:

The Colony Standalone Projections include certain non-GAAP
financial measures, such as Net Revenues, EBITDA and Core
FFO (each as defined below).

The following disclosure supplements the disclosure in the
section entitled The MergersCertain Unaudited Prospective
Financial Information of Colony beginning on page191 of the
Definitive Proxy Statement:

Set forth in the table below is a reconciliation of Colonys
projection of Core FFO (a non-GAAP financial measure), as
included in the Colony Standalone Financial Projections, to Net
Income (a GAAP financial measure) for the periods indicated
below. As described in more detail on pages191 and 192 of the
Definitive Proxy Statement, Colony does not, as a matter of
course, publicly disclose long-term projections as to future
revenues, earnings or other results given, among other reasons,
the uncertainty, unpredictability and subjectivity of the
underlying assumptions and estimates. The inclusion of this
information in the Definitive Proxy Statement as well as in the
supplemental disclosure as set forth in this Current Report on
Form8-K should not be regarded as an indication that the Colony
board, their respective advisors or any other person
considered, or now considers, the Colony Standalone Projections
to be material or to be necessarily predicative of actual
future results and the Colony Standalone Projections should not
be relied upon as such.

The Colony Standalone Projections were previously included in
the Definitive Proxy Statement. The Colony Standalone
Projections, as supplemented in this Current Report on Form8-K,
were not, as described in more detail in the Definitive Proxy
Statement, prepared with a view toward public disclosure or
toward complying with GAAP, the published guidelines of the SEC
regarding projections and the use of non-GAAP measures or the
guidelines established by the American Institute of Certified
Public Accountants for the preparation and presentation of
prospective financial information. In addition, the disclosure
of the Colony Standalone Projections in the Definitive Proxy
Statement, as supplemented by this Current Report on Form8-K,
is not being made to influence your decision whether to vote
for or against the Colony merger proposal and the Colony
charter proposal.

(1) Core FFO is defined as set forth in footnote 2 to the table
on page192 of the Definitive Proxy Statement in the section
entitled The MergersCertain Unaudited Prospective Financial
Information of Colony.

(2) Amounts in this row may not equal the sum of amounts
reflected in the preceding rows due to rounding.

(3) As described in more detail on pages191 and 192 of the
Definitive Proxy Statement, the Colony Standalone Projections,
including the items set forth in this table, were based on
numerous variables and assumptions that were deemed to be
reasonable as of the respective dates when such projections
were finalized. Such assumptions are inherently uncertain and
may be beyond the control of Colony.

The section entitled The MergersOpinion of NSAMs Financial
Advisor beginning on page166 of the Definitive Proxy Statement
is supplemented by adding the following paragraph immediately
before the section entitled The
MergersOpinion of NSAMs Financial
AdvisorSummary of Material Financial Analysis on
page168 of the Definitive Proxy Statement:

Following Goldman Sachs presentation to the NSAM board on
June2, 2016 (which we refer to as the June2 Presentation), it
was determined that the estimates of levered free cash flows
for NSAM for the second quarter through the fourth quarter of
2016 used in the illustrative discounted cash flow analyses of
NSAM did not reflect the Forecasts, which resulted in the
incorrect calculation of the range of illustrative present
values derived from the discounted cash flow analyses, the
range of NSAMs equity percentage of the combined pro forma
company resulting from the leveraged discounted cash flow and
dividend discount model contribution analysis and the range of
implied equity values resulting from the illustrative NSAMs
standalone levered discounted cash flow to illustrative
dividend discount model analysis. Goldman Sachs subsequently
performed such analyses, as of June2, 2016, using the corrected
estimates and calculations (as corrected, collectively referred
to as the Corrected Estimates and Calculations). Based upon and
subject to the foregoing, Goldman Sachs confirmed to the NSAM
board that, had Goldman Sachs performed its financial analyses
set forth in the presentation on June2, 2016 using the
Corrected Estimates and Calculations, there would have been no
change to the conclusion set forth in the written opinion of
Goldman Sachs. Goldman Sachs confirmation does not address any
circumstances, developments or events occurring after the date
of the written opinion of Goldman Sachs, other than in relation
to the Corrected Estimates and Calculations, and Goldman Sachs
opinion set forth in the written opinion of Goldman Sachs is
provided only as of such date.

The following disclosure supplements and restates the last
full sentence in the section entitled The
MergersOpinion of NSAMs Financial AdvisorIllustrative
NSAM Standalone Levered Discounted Cash Flow Analysis beginning
page170 of the Definitive Proxy Statement:

Goldman Sachs then divided the range of illustrative equity
values it derived by the number of fully diluted outstanding
shares of NSAM, as provided by management of NSAM. As set forth
in the June2 Presentation, this analysis indicated a range of
illustrative present values of $10.41 to $14.04 per share of
NSAM common stock, and using the Corrected Estimates and
Calculations, this analysis indicated a range of illustrative
present values of $10.84 to $14.47 per share of common stock.

The following disclosure supplements and restates the last
sentence in the fourth full paragraph and the table immediately
thereafter in the section entitled The MergersOpinion
of NSAMs Financial AdvisorIllustrative Contribution Analysis
beginning on page172 of the Definitive Proxy Statement:

The following table summarizes this analysis as set forth in
the June2 Presentation:

The following table summarizes this analysis, using the
Corrected Estimates and Calculations:

The following disclosure supplements and restates the last
sentence in the first full paragraph and the table immediately
thereafter in the section entitled The MergersOpinion of NSAMs
Financial AdvisorComparison of Illustrative NSAM Standalone
Levered Discounted Cash Flow Analysis to Illustrative Dividend
Discount Model Analysis beginning on page173 of the Definitive
Proxy Statement:

The chart below illustrates the comparison range of implied
equity values for the above analysis as set forth in the June2
Presentation:

The chart below illustrates the comparison range of implied
equity values for the above analysis using the Corrected
Estimates and Calculations:

Additional Supplemental Disclosure

The following disclosure supplements and restates the
second full paragraph in the section entitled The
MergersListing of Colony NorthStar Stock beginning on page227
of the Definitive Proxy Statement and the second full paragraph
in the section entitled Description of Colony NorthStar Capital
StockListing beginning on page365 of the Definitive Proxy
Statement.

Colony NorthStar preferred stock is currently not traded or
quoted on a stock exchange or quotation system. Following the
Mergers, Colony NorthStar preferred stock is expected to be
listed for trading on the NYSE. It is anticipated that: Colony
NorthStar series A preferred stock will be listed under the
symbol CLNS PR A; Colony NorthStar series B preferred stock
will be listed under the symbol CLNS PR B; Colony NorthStar
series C preferred stock will be listed under the symbol CLNS
PR C; Colony NorthStar series D preferred stock will be listed
under the symbol CLNS PR D; Colony NorthStar series E preferred
stock will be listed under the symbol CLNS PR E; Colony
NorthStar series F preferred stock will be listed under the
symbol CLNS PR F; Colony NorthStar series G preferred stock
will be listed under the symbol CLNS PR G; and Colony NorthStar
series H preferred stock will be listed under the symbol CLNS
PR H.

* * *

Cautionary Statement Regarding Forward-Looking
Statements

This current report may contain forward-looking statements
within the meaning of the federal securities laws.
Forward-looking statements relate to expectations, beliefs,
projections, future plans and strategies, anticipated events or
trends and similar expressions concerning matters that are not
historical facts. In some cases, you can identify
forward-looking statements by the use of forward-looking
terminology such as may, will, should, expects, intends, plans,
anticipates, believes, estimates, predicts, or potential or the
negative of these words and phrases or similar words or phrases
which are predictions of or indicate future events or trends
and which do not relate solely to historical matters.
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. Among others, the following uncertainties and other
factors could cause actual results to differ from those set
forth in the forward looking statements: the failure to
receive, on a timely basis or otherwise, the required approvals
by NSAM, Colony and NRF stockholders, governmental or
regulatory agencies and third parties; the risk that a
condition to closing of the merger may not be satisfied; each
companys ability to consummate the merger; operating costs and
business disruption may be greater than expected; the ability
of each company to retain its senior executives and maintain
relationships with business partners pending consummation of
the merger; the ability to realize substantial efficiencies and
synergies as well as anticipated strategic and financial
benefits; 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 each companys reports filed from time
to time with the SEC, including NSAMs and NRFs Quarterly Report
on Form10-Q for the quarter ended June30, 2016 and Colonys
Quarterly Report on Form10-Q for the quarter ended September30,
2016. 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. The forward-looking statements speak only as of the
date of this report. None of NSAM, Colony or NRF is under any
duty to update any of these forward-looking statements after
the date of this report, nor to conform prior statements to
actual results or revised expectations, and none of NSAM,
Colony or NRF intends to do so.

Additional Information and Where to Find It

In connection with the proposed transaction, Colony
NorthStar,Inc. (Colony NorthStar), a Maryland subsidiary of
NSAM that will be the surviving parent company of the combined
company, filed with the SEC a registration statement on FormS-4
(File No.: 333-212739) that includes a joint proxy statement of
NSAM, Colony and NRF and that also constitutes a prospectus of
Colony NorthStar. The registration statement was declared
effective by the SEC on November18, 2016 and, on or about
November18, 2016, each of NSAM, Colony and NRF commenced
mailing the joint proxy statement in definitive form to their
respective stockholders of record as of the close of business
on November2, 2016. Each of NSAM, Colony, NRF and Colony
NorthStar may also file other documents with the SEC regarding
the proposed transaction. This document is not a substitute for
the joint proxy statement/prospectus or registration statement
or any other document which NSAM, Colony, NRF or Colony
NorthStar may file with the SEC. INVESTORS AND SECURITY HOLDERS
OF NSAM, COLONY AND NRF ARE URGED TO READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS FILED BY EACH OF NSAM, COLONY AND
NRF ON NOVEMBER 18, 2016, THE CURRENT REPORTS ON FORM8-K FILED
BY EACH OF NSAM, COLONY AND NRF ON JUNE 3, 2016, JUNE 7, 2016,
JUNE 8, 2016, JULY 29, 2016 AND OCTOBER 17, 2016 IN CONNECTION
WITH THE MERGER AGREEMENT, THE CURRENT REPORT ON FORM8-K FILED
BY NSAM ON NOVEMBER 7, 2016 IN CONNECTION WITH THE MERGER
AGREEMENT, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors
and security holders may obtain free copies of the registration
statement and the joint proxy statement/prospectus and other
documents filed with the SEC by NSAM, Colony, NRF and Colony
NorthStar (when available) through the web site maintained by
the SEC at www.sec.gov or by contacting the investor relations
department of NSAM, Colony or NRF at the following:

Contacts:

NorthStar Asset Management Group Inc.

Megan Gavigan / Emily Deissler / Hayley Cook

Sard Verbinnen Co.

(212) 687-8080

Colony Capital,Inc.

Owen Blicksilver

Owen Blicksilver PR,Inc.

(516) 742-5950

or

Lasse Glassen

Addo Communications,Inc.

(310) 829-5400

lglassen@aaddoir.com

NorthStar Realty Finance Corp.

Joe Calabrese

Investor Relations

(212) 827-3772

Participants in the Solicitation

Each of NSAM, Colony and NRF and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from their respective stockholders in
connection with the proposed transaction. Information regarding
NSAMs directors and executive officers, including a description
of their direct interests, by security holdings or otherwise,
is contained in NSAMs Annual Report on Form10-K for the year
ended December31, 2015, as amended by its Form10-K/A filed with
the SEC on April29, 2016 and Current Reports on Form8-K filed
by NSAM with the SEC on June3, 2016, June7, 2016, June8, 2016,
July29, 2016, October17, 2016 and November7, 2016 in connection
with the proposed transaction. Information regarding Colonys
directors and executive officers, including a description of
their direct interests, by security holdings or otherwise, is
contained in Colonys Annual Report on Form10-K for the year
ended December31, 2015, its annual proxy statement filed with
the SEC on March31, 2016 and Current Reports on Form8-K filed
by Colony with the SEC on June3, 2016, June7, 2016, June8,
2016, July29, 2016 and October17, 2016 in connection with the
proposed transaction. Information regarding NRFs directors and
executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in
NRFs Annual Report on Form10-K for the year ended December31,
2015, as amended by its Form10-K/A filed with the SEC on
April28, 2016 and Current Reports on Form8-K filed by NRF with
the SEC on June3, 2016, June7, 2016, June8, 2016, July29, 2016
and October17, 2016 in connection with the proposed
transaction. A more complete description is available in the
definitive joint proxy statement/prospectus filed by each of
NSAM, Colony and NRF with the SEC on November18, 2016. You may
obtain free copies of these documents as described in the
preceding paragraph.

No Offer or Solicitation

This current report is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a
solicitation of any vote of approval, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section10 of
the Securities Act of 1933, as amended.