How does a “best efforts” offering work?

viii principal executive offices located in New York, New York and additional offices in Denver, Colorado, Dallas, Texas, Bethesda, Maryland, Los Angeles, California, Cleveland, Ohio, Hong Kong, China, San Francisco, California, London, England, Luxembourg, and Bermuda. NSAM’s management team averages over 23 years of real estate investment and capital markets expertise and has a demonstrated track record of positive returns to 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 NSAM Managed Companies, including us and three other existing public, non-traded REITs: NorthStar Income, NorthStar Healthcare and NorthStarRXR. We differ from NorthStar Healthcare in several respects. NorthStar Healthcare’s investment strategy is focused on healthcare real estate and, accordingly, may be considered a specialty REIT. In addition, NorthStarRXR, a public, non-traded REIT co-sponsored by our sponsor, which had its registration statement declared effective by the SEC on February 9, 2015, was formed to make commercial real estate investments located in the New York metropolitan area. In contrast, we were formed to originate, acquire and asset manage a diversified portfolio of CRE debt, equity and securities investments and we expect that a significant portion of our investment portfolio will be comprised of CRE debt investments. As a result, our investment strategy is more broadly diversified than that of NorthStar Healthcare and NorthStarRXR and does not specifically target investments in healthcare real estate or real estate investments in the New York metropolitan area. Our investment strategy is substantially similar to that of NorthStar Income. Although NorthStar Income successfully completed its offering in July 2013 and has invested substantially all of the related proceeds, as its investments are repaid or sold it may redeploy capital into investments with similar characteristics as our target investments. We also differ from the NorthStar Listed Companies. NorthStar Realty is a diversified commercial real estate company and, while it makes CRE debt investments, 85 of its total assets invested directly or indirectly in real estate, of which 78 is invested in direct real estate. NorthStar Europe is a European focused commercial real estate company with predominantly prime office properties in key cities within Germany, the United Kingdom and France, and therefore has a substantially different investment focus. 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 our shares of 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 “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 our dealer manager, we are offering a maximum of 1,650,000,000 in shares of common stock in a continuous, public offering, of which 1,500,000,000 in shares are being offered pursuant to our primary offering, or our primary offering, and 150,000,000 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 10.1672 per Class A share and 9.6068 per Class T share and shares in our DRP at 9.79 per Class A share and 9.25 per Class T share. Discounts are also available to investors who purchase more than 500,000 in Class A 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 are only required to use their best efforts to sell the shares of our common stock. Broker-dealers do not have a firm commitment or obligation to purchase any of the shares of our common stock. ix Q: Why are we offering two classes of our common stock and what are the similarities and differences between the classes? A: We are offering two classes of our common stock in order to provide investors with more flexibility. Investors can choose to purchase shares of either class of common stock in the primary offering. Each share of our common stock, regardless of class, will be entitled to one vote per share on matters presented to the common stockholders for approval. The differences between each class relate to the offering price per share, selling commissions and other underwriting compensation payable in respect of each class. The following summarizes the differences in fees and selling commissions between the classes of our common stock. Class A Class T Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1672 9.6068 Selling Commission per share . . . . . . . . . . . . . . . . . . . 7.0 2.0 Dealer Manager Fee per share . . . . . . . . . . . . . . . . . . . 3.00 2.75 Annual Distribution Fee per share. . . . . . . . . . . . . . . . None 1.0 1 1 The distribution fee is calculated on outstanding Class T shares issued in the primary offering in an amount equal to 1.0 per annum of the gross offering price per share or, if we are no longer offering shares in a public offering, the most recent gross offering price per share or the estimated per share value of Class T shares, if any has been disclosed. We will cease paying distribution fees with respect to each Class T share on the earliest to occur of the following: i a listing of shares of our common stock on a national securities exchange; ii such Class T share is no longer outstanding; iii our dealer manager’s determination that total underwriting compensation from all sources, including dealer manager fees, selling commissions, distribution fees and any other underwriting compensation paid to participating broker dealers with respect to all Class A shares and Class T shares would be in excess of 10 of the gross proceeds of our primary offering; or iv the end of the month in which the transfer agent, on our behalf, determines that total underwriting compensation with respect to the Class T primary shares held by a stockholder within his or her particular account, including dealer manager fees, selling commissions, and distribution fees, would be in excess of 10 of the total gross offering price at the time of the investment in the Class T shares held in such account. We cannot predict if or when this will occur. All Class T shares will automatically convert into Class A shares upon a listing of shares of our common stock on a national securities exchange. With respect to item iv above, all of the Class T shares held in a stockholder’s account will automatically convert into Class A shares as of the last calendar day of the month in which the 10 limit on a particular account is reached. With respect to the conversion of Class T shares into Class A shares, each Class T share will convert into an amount of Class A shares based on the respective net asset value per share for each class. Stockholders will receive notice that their Class T shares have been converted into Class A shares in accordance with industry practice at that time, which we expect to be either a transaction confirmation from the transfer agent, notification from the transfer agent or notification through the next account statement following the conversion. We currently expect that the conversion will be on a one-for-one basis, as we expect the net asset value per share of each Class A share and Class T share to be the same, except in the unlikely event that the distribution fees payable by us exceed the amount otherwise available for distribution to holders of Class T shares in a particular period prior to the deduction of the distribution fees, in which case the excess will be accrued as a reduction to the net asset value per share of each Class T share. See “Description of Capital Stock—Distributions.” Class A Shares • Higher front-end selling commission and dealer manager fee than Class T shares, which are one-time fees charged at the time of purchase of the shares. See “Plan of Distribution” for additional information concerning purchases eligible for reduced selling commissions . • No distribution fees. Distributions paid with respect to Class A shares will be higher than those paid with respect to Class T shares because distributions paid with respect to Class T shares, including those issued pursuant to our DRP, will be reduced by the payment of the distribution fees . Class T Shares • Lower front-end selling commission and dealer manager fee than Class A Shares. • Class T shares purchased in the primary offering pay distribution fees at an annual rate of 1.0 of the estimated value of the Class T shares which shall be deemed to be 9.6068 until we establish an estimated value per share, payable on a monthly basis, which may increase the cost of your investment and may cause the cost of your investment to be higher than it would have been if you had qualified for reduced selling commissions in connection with your purchase of Class A shares. During the period when the Class T shares are subject to the distribution fee, x distributions paid with respect to all Class T shares, including those issued pursuant to our DRP, will be lower than those paid with respect to Class A shares because the amount available for distributions on all Class T shares will be reduced by the amount of distribution fees payable with respect to the Class T shares issued in the primary offering. The distribution fees are ongoing fees that are not paid at the time of purchase. To the extent the offering price increases, the amount of this fee may also increase. In the event of any voluntary or involuntary liquidation, dissolution or winding up of us, or any liquidating distribution of our assets, then such assets, or the proceeds therefrom, will be distributed between the holders of Class A and Class T shares ratably in proportion to the respective net asset value for each class until the net asset value for each class has been paid. We expect the estimated net asset value per share of each Class A share and Class T share to be the same, except in the unlikely event that the distribution fees exceed the amount otherwise available for distribution to holders of Class T shares in a particular period prior to the deduction of the distribution fees, in which case the excess will be accrued as a reduction to the estimated net asset value per share of each Class T share, which would result in the net asset value and distributions upon liquidation with respect to Class T shares being lower than the net asset value and distributions upon liquidation with respect to Class A shares. Each holder of shares of a particular class of common stock will be entitled to receive, proportionately with each other holder of shares of such class, that portion of the aggregate assets available for distribution as the number of outstanding shares of the class held by such holder bears to the total number of outstanding shares of such class then outstanding. Q: Who can buy shares?