What is the impact of being an “emerging growth company?” What kind of offering is this?

may have less cash available for investments, and your overall return may be reduced. Also, if we fail to qualify as a REIT for federal income tax purposes, we could be subject to federal income tax, which could reduce the cash available for distributions. You should carefully review the “Risk Factors” section of this prospectus which contains a detailed discussion of the material risks that you should consider before you invest in shares of our common stock. Q: What is the experience of our sponsor? A: NorthStar Asset Management Group Inc. NYSE: NSAM, or our sponsor or “NSAM,” is a Delaware corporation that was organized to provide asset management and other services to NorthStar Realty and NSAM’s sponsored public, non-traded REITs, which we refer to collectively as the Managed Companies, and any other companies NSAM may manage or sponsor in the future, both in the United States and internationally. On June 30, 2014, NorthStar Realty NYSE: NRF, a publicly traded, diversified commercial real estate company that completed its initial public offering in October 2004, completed the previously announced spin-off of its asset management business into NSAM, and NSAM became a separate publicly traded company, with its common stock listed on the New York Stock Exchange, or NYSE, under the ticker symbol “NSAM.” As a result of the completion of the spin-off, affiliates of NSAM now manage NorthStar Realty pursuant to a long-term management contract for an initial term of 20 years, as well as the other Managed Companies, including NorthStar Real Estate Income Trust, Inc. or NorthStar Income, NorthStar Real Estate Income II, Inc., or NorthStar Income II, and us. As of September 30, 2014, NSAM has an aggregate of 19.4 billion of assets under management, adjusted for acquisitions and agreements to purchase assets through November 7, 2014, in a variety of CRE investments, with the majority of the assets owned by NorthStar Realty. NSAM has 187 employees located domestically and internationally with its principal executive offices located in New York, New York and additional offices in Denver, Colorado, Dallas, Texas, Bethesda, Maryland and Los Angeles, California. In connection with NSAM’s international strategy, NorthStar Realty entered into a strategic alliance with a European asset manager, has opened offices overseas and maintains investment professionals in those offices. NSAM’s management team averages a combined 20 years of real estate investment and capital markets expertise and has a demonstrated track record of positive returns to its shareholders for the last decade. Q: How do we differ from other publicly traded and public, non-traded REITs sponsored or managed by NSAM? A: NSAM sponsors and manages the Managed Companies, including NorthStar Realty, a publicly traded REIT, us and two other existing public, non-traded REITs: NorthStar Income and NorthStar Income II. In addition, NSAM expects to sponsor future investment vehicles, including NorthStarRXR New York Metro Income, Inc., or NorthStarRXR, a public, non-traded REIT cosponsored by NSAM and currently in SEC registration. Unlike the investment strategies of NorthStar Income and NorthStar Income II, which are both focused on various sectors of commercial real estate, our companys investment strategy is focused on investments in the healthcare real estate sector. In addition, in comparison to NorthStar Income and NorthStar Income II, which have or expect to have, as the case may be, substantially all of their respective investment portfolios comprised of debt investments, we expect that, given the current and changing market opportunity, a majority of our investment portfolio will be comprised of equity investments, with the balance comprised of debt and securities investments, which may provide investors the ability to realize growth as well as income from an investment in our shares. In comparison to NorthStarRXR, which is expected to focus on investments located in the New York City metropolitan area, our investments are, and our future investments are expected to be, more diversified geographically. Finally, while NorthStar Realty, a publicly traded REIT, does invest in the healthcare industry, it also invests in multiple CRE asset classes that it expects will generate attractive risk-adjusted returns and that may take the form of acquiring real estate, originating or acquiring senior or subordinate loans, as well as pursuing opportunistic CRE investments, both in the United States and internationally. Q: What is the impact of being an “emerging growth company?” A. We do not believe that being an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, will have a significant impact on our business or this offering. We have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107b of the JOBS Act. This election is irrevocable. Also, because we are not a large accelerated filer or an accelerated filer under Section 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and will not be for so long as shares of our common stock are not traded on a securities exchange, we are not subject to the auditor attestation requirements of Section 404b of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. In addition, so long as we are externally managed by our advisor and we do not reimburse our advisor or our sponsor for the compensation it pays our executive officers, we do not expect to include disclosures relating to executive compensation in our periodic reports or proxy statements and as a result do not expect to be required to seek stockholder approval of executive compensation and “golden parachute” compensation arrangements pursuant to Section 14Aa and b of the Exchange Act. We will remain an viii “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?