How does a “best efforts” offering work? Who can buy shares? How do I subscribe for shares? Is there any minimum initial investment required? How long will our offering last?
“emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed 1 billion, if we issue more than 1 billion in non-convertible debt in a three-year period or if the market value of our common stock
that is held by non-affiliates exceeds 700 million as of any June 30.
Q: What kind of offering is this?
A: Through NorthStar Securities, or our dealer manager, we are offering a maximum of 700,000,000 in shares of common stock in a continuous, public offering, of which 500,000,000 in shares are being offered pursuant to our primary offering,
or our primary offering, and 200,000,000 in shares are being offered pursuant to our DRP, which are herein collectively referred to as our offering. We are offering shares in our primary offering on a “best efforts” basis at 10.20 per share and
shares in our DRP at 9.69 per share. Discounts are also available to investors who purchase more than 500,000 in shares of our common stock and to other categories of investors. We reserve the right to reallocate shares of our common stock
being offered between our primary offering and our DRP.
Q: How does a “best efforts” offering work?
A: When shares of common stock are offered to the public on a “best efforts” basis, the broker-dealers participating in our offering, which we refer to as participating broker-dealers, are only required to use their best efforts to sell the shares of our
common stock. Participating broker-dealers do not have a firm commitment or obligation to purchase any of the shares of our common stock.
Q: Who can buy shares?
A: Generally, you may purchase shares if you have either: •
a minimum net worth excluding the value of your home, furnishings and personal automobiles of at least 70,000 and a minimum annual gross income of at least 70,000; or
• a minimum net worth not including home, furnishings and personal automobiles of at least 250,000.
However, these minimum levels may vary from state to state, so you should carefully read the suitability requirements explained in the “Suitability Standards” section of this prospectus.
Q: How do I subscribe for shares?
A: If you choose to purchase shares of our common stock in our offering, you will need to contact your participating broker- dealer or financial advisor and fill out a subscription agreement like the one attached to this prospectus as Appendix A for a
certain investment amount and pay for the shares at the time you subscribe.
Q: Is there any minimum initial investment required?
A: Yes. You must initially invest at least 4,000 in shares. After you have satisfied the minimum investment requirement, any additional purchases must be in increments of at least 100. The investment minimum for subsequent purchases does not
apply to shares purchased pursuant to our DRP.
Q: How long will our offering last?
A: We expect to sell the shares of our common stock offered in this offering until the earlier of the date that all of the shares offered in the offering are sold and February 6, 2017 two years from the effective date of the registration statement
relating to this offering, subject to extension, provided that, under rules promulgated by the SEC, in some circumstances we could continue this offering until as late as August 6, 2018. In many states, we will need to renew the registration
statement or file a new registration statement to continue this offering beyond one year from the date of this prospectus. We may terminate this offering at any time. If our board of directors determines that it is in our best interest, we may
conduct additional follow-on offerings upon the termination of this offering although we do not currently intend to do so. Our charter does not restrict our ability to conduct offerings in the future.
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Q: Will I be notified of how my investment is doing?