Brightspire Capital, Inc. · NYSE:BRSP
Brightspire Capital — Colony NorthStar Credit Real Estate — Merger or Acquisition (January 2018)
35 slides from Brightspire Capital's merger presentation, Jan 22, 2018
Slide 1: Creating a Leading Commercial Real Estate Credit REIT
Colony NorthStar Credit Real Estate, Inc. Creating a Leading Commercial Real Estate Credit REIT January 2018 Exhibit 99.1
Slide 2: Forward-Looking Statements
Forward-Looking Statements Cautionary Statement Regarding Forward-Looking Statements This presentation 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, antic
Slide 3: CLNC Listing Details
CLNC Listing Details Listing Details Company Name Colony Northstar Credit Real Estate, Inc. Exchange / Ticker NYSE / CLNC Anticipated Listing Timing Early February Sponsor Ownership / Lock-Up CLNS and affiliates will own ~37% of CLNC via Class B-3 shares (which will convert to Class A shares after o
Slide 4: Introducing Colony NorthStar Credit Real Estate
Introducing Colony NorthStar Credit Real Estate ü Propels Colony NorthStar’ objective of becoming an equity REIT… ü Attractive market backdrop and opportunity for growth ü Compelling value proposition to NorthStar I and NorthStar II shareholders through liquidity event and more efficient overhead ü
Slide 5: Investment Highlights
Investment Highlights Proposed Structure 1 Proposed Structure Proposed Structure Proposed Structure Proposed Structure Proposed Structure 2 3 4 5 6 Combination creates an industry leader with approximately $5.5 billion in assets and $3.4 billion in equity value1 Diversified and stabilized portfolio
Slide 6: Capital Markets Access to CLNS' Global Real Estate Platform
Capital Markets Access to CLNS’ Global Real Estate Platform Creates a Meaningful Competitive Advantage Thomas J. Barrack, Jr. Executive Chairman Richard B. Saltzman CEO, President Senior Management With Extensive Real Estate Experience Colony NorthStar – Breadth of Platform Balance Sheet Strategies
Slide 7: Colony NorthStar Sponsorship – World Class Commercial Real Estate Expertise
Deep knowledge across property types Global context and perspective Experience across the capital stack Colony NorthStar Sponsorship – World Class Commercial Real Estate Expertise Key highlights 26-year track record with over $100 billion of investments by CLNS Over $25 billion of CRE credit assets
Slide 8: Colony NorthStar Sponsorship – Global Presence
Colony NorthStar Sponsorship – Global Presence With 18 worldwide locations, Colony NorthStar’s infrastructure is global, while its ground teams are local experts of the markets in which they operate: Heritage of first-mover advantage and innovation in real estate and reputation for credibility, crea
Slide 9: Leading Deal Sourcing Capabilities
Leading Deal Sourcing Capabilities Long-standing relationships with sponsors through CLNS global network ü Repeat borrowers and strategic relationships ü Nimble and differentiated capabilities providing compelling value proposition ü Multiple touchpoints across CLNS investment platform ü Select Spon
Slide 10: Successful and Relevant Track Record
Annualized total return of 11.7% based on an investment of $20/share at IPO of Colony Financial, Inc. Successful and Relevant Track Record Completed IPO in September 2009 on New York Stock Exchange Mortgage REIT with strategy focused on secondary loan acquisitions, high yielding originations and rea
Slide 11: Established Platform with Scale
Established Platform with Scale Shareholders Equity2 ($ in billions) Source: Company filings Note: Based on financials as of 9/30/17 See footnotes in the appendix Equity market cap2: $5,865 $2,950 $1,644 $1,730 -5 n/a $1,017 $1,199 $398 n/a - Second largest CRE mortgage REIT1, positioned to capitali
Slide 12: CLNC Portfolio Overview
CLNC Portfolio Overview Investment Type Property Type Geography Weighted average fixed coupon: 8.4% Weighted average floating coupon: L + 5.8% 5 4 Initial portfolio largely aligned with target strategy Southern California Multifamily What asset in bottom middle? Fairmont and Club Quarters shown on s
Slide 13: Differentiated Strategy to Maximize ROE
Differentiated Strategy to Maximize ROE Proposed Structure 1 Proposed Structure Proposed Structure Proposed Structure Proposed Structure Proposed Structure 2 3 4 5 6 Senior Mortgage Loans Mezzanine Loans Net Leased Real Estate Proven asset management Target Assets CRE Debt Securities Large diversifi
Slide 14: Illustrative Investment Economics
Illustrative Investment Economics Note: The financial information contained in this slide is for illustrative purposes only and is not represented as being indicative nor should you rely on such information as being indicative, of Colony NorthStar’s views on its future financial condition and / or p
Slide 15: Robust Origination Platform
Robust Origination Platform Comprehensive Origination Capabilities Total loan requests reviewed: $[X]bn2 Over 70 dedicated investment professionals ü CLNC Screening and Evaluation Process (1) (2) (3) (for FY 2017) Deep relationships with borrowers and intermediaries ü Expertise in identifying, evalu
Slide 16: Investment Pipeline and Q4 Investment Update
Investment Pipeline and Q4 Investment Update CLNC Q4 2017 Investment Update CLNC Investment activity during the 4th Quarter of 2017 includes: Northern California Luxury Hotel1: $173.5 million senior loan secured by a 4 star, full service hotel located in San Jose, CA Southeast Multifamily Portfolio:
Slide 17: Compelling Market Opportunity in CRE Lending
Compelling Market Opportunity in CRE Lending… Over $1 trillion of debt maturities from ’18-’20 Significant CRE Loan Maturities ($ in billions)1 Robust CRE Transaction Volume ($ in billions)3 Increasing Alternative Lenders Market Share3 CMBS Life Cos Other Banks CMBS, Gov’t Agency, Insurance, Banks 9
Slide 18: …And Net Lease Real Estate
…And Net Lease Real Estate Favorable real estate fundamentals provide strong opportunities for growth Market Opportunity Highlights Positive real estate fundamentals driven by strong macroeconomic backdrop 15 quarters of positive economic growth and job creation Strong investor demand for commercial
Slide 19: Portfolio Overview – Loan Portfolio
Portfolio Overview – Loan Portfolio Weighted average fixed coupon: 8.4% Weighted average floating coupon: L + 5.8% Asset Type5 Geography5 Collateral Type5 Portfolio Highlights as of 9/30/17 Loan Portfolio Size $2.5bn Number of Loans 106 Average Remaining Term1 2.3 yrs Floating Rate %2 73% All-in Unl
Slide 20: Case Study – Northern California Luxury Hotel
San Jose, CA Case Study – Northern California Luxury Hotel Investment Date January 2018 Location San Jose, CA Transaction Type Origination Investment Type Senior Mortgage Loan Collateral Hospitality Total Funded / Total Committed $167mm / $174mm LTV1 57.3% Key Highlights Prime location in Downtown S
Slide 21: Case Study – Southeast Multifamily Portfolio
Case Study – Southeast Multifamily Portfolio Investment Date November 2017 Location Knoxville, TN Transaction Type Origination Investment Type Senior Mortgage Loan Collateral 5 multifamily properties totaling 1,166 units Total Funded / Total Committed $61mm / $84mm LTV1 67.6% Key Highlights Strong i
Slide 22: Case Study – NYC Midtown Hotel Portfolio
Midtown – New York, NY Case Study – NYC Midtown Hotel Portfolio Rockefeller Center – New York, NY Investment Date August 2016 Location New York, NY Transaction Type Origination Investment Type Mezzanine Loan Collateral Hospitality Total Amount $17mm LTV1 70.9% Key Highlights Experienced hotel owner/
Slide 23: Case Study – Industrial Portfolio
Case Study – Industrial Portfolio Norcross, GA Eden Prairie, MN Investment Date September 2016 Location Various (primarily located in top markets within CA, IL and GA) Transaction Type Origination Investment Type Preferred Equity Collateral 39 industrial properties totaling ~6.3mm square feet Total
Slide 24: Portfolio Overview – Owned Real Estate
Portfolio Overview – Owned Real Estate Weighted average fixed coupon: 8.4% Weighted average floating coupon: L + 5.8% Portfolio Highlights as of 9/30/17 Portfolio Size $1.5bn Properties 80 Buildings 193 Total Square feet 12.7mm Annualized Base Rent1 $123mm Occupancy 93% Real Estate Type2 Geography2
Slide 25: Case Study – Midwest / Southeast Industrial Portfolio
Case Study – Midwest / Southeast Industrial Portfolio Indianapolis, IN Morrisville, NC Investment Date June 2015 Location Various Transaction Type Acquisition Investment Type Net Leased Owned Real Estate Collateral 22 industrial properties totaling ~6.7mm square feet Total Equity1 $114mm Key Highlig
Slide 26: Investment Management Process
Investment Management Process Origination and Initial Screen Due Diligence & Underwriting Process Approval Execution Active Asset Management Reporting Negotiation of final terms Finalize legal / documentation Title / survey Hedging strategy (if applicable) Present material modifications to Investmen
Slide 27: Low Leverage Capital Structure Provides Flexibility and Support
Low Leverage Capital Structure Provides Flexibility and Support to Drive Growth and ROE Capital Structure1 ($ in billions) Significant New Investment Capacity Embedded financing capacity within existing portfolio Additional leverage capacity (current leverage of 0.5x debt to equity) Return of capita
Slide 28: Access to Diverse and Efficient Financing Supports Prudent Leverage
Access to Diverse and Efficient Financing Supports Prudent Leverage CLNC will have access to ~$2.6 billion of incremental repo and credit facility capacity1 Summary of Financing Facilities Maximum Facility Size Current Borrowings Weighted Average Final Maturity (Years)2 ($ in thousands) Secured Revo
Slide 29: CLNC Board of Directors
CLNC Board of Directors Illustrative senior loan return on equity1 NewCo pro forma capital structure Richard B. Saltzman Chairman of the Board Chief Executive Officer and President of CLNS Serves on the Board of Kimco Realty Corp. and the Board of Trustees of NorthStar Realty Europe Corp. and previo
Slide 30: Investment Highlights
Investment Highlights Proposed Structure 1 Proposed Structure Proposed Structure Proposed Structure Proposed Structure Proposed Structure 2 3 4 5 6 Combination creates an industry leader with approximately $5.5 billion in assets and $3.4 billion in equity value1 Diversified and stabilized portfolio
Slide 31: Appendix
x@ COLONY NORTHSTAR CREDIT REAL ESTATE Appendix
Slide 32: Management Agreement Summary
Management Agreement Summary Overview Manager A subsidiary of Colony NorthStar, Inc. Base Management Fee 1.50% of stockholders’ equity per annum (0.375% per quarter) Incentive Fee The difference between (i) 20% of Core Earnings in the most recent 12-months over a 7% hurdle on common equity in the mo
Slide 33: Footnotes
Footnotes Page 2 Reflects book value per share of common equity. Based on unaudited pro forma condensed combined balance sheet as of 9/30/17 and reflects pro forma transaction adjustments including the impact of fair value, consolidation, and various closing adjustments. True-up adjustments between
Slide 34: Footnotes (cont'd)
Footnotes (cont’d) Page 16 Trepp LLC as of September 2017 Commercial Mortgage Alert; 2017 issuance data as of September 2017 Real Capital Analytics as of December 2016 Page 17 Green Street Advisors as of December 2017; based on equal-weighted average of the five major property sectors: Apartment, in
Slide 35: Footnotes (cont'd)
Footnotes (cont’d) Page 26 Capital structure is shown on a pro rata basis as of September 30, 2017 Page 27 Includes $1.4 billion of additional capacity from new repurchase facilities currently under negotiation Final maturity assumes extensions are exercised CMBS credit facilities do not have specif
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