NorthStar Asset Management Group Inc. has formed a Special Committee comprised of the three NSAM independent directors, who are not on the board of directors of NorthStar Realty Finance Corp., to continue the previously announced strategic alternatives process.
The Special Committee has hired Evercore Partners Inc. as a financial advisor. The three NSAM independent directors previously engaged Fried, Frank, Harris, Shriver & Jacobson LLP as their legal advisor, in connection with the strategic review process, prior to the formal formation of the committee.
David Hamamoto, Executive Chairman of the Board of Directors, commented, “The formation of the Special Committee, and its retention of separate financial and legal advisors, represents the Board’s commitment to maximize value for the company’s shareholders.”
Land and Buildings Investment Management LLC issued the following letter to David Hamamoto, Executive Chairman of NorthStar Asset Management:
March 21, 2016
NorthStar Asset Management
399 Park Avenue
New York, NY 10022
The credibility of the NSAM Board is bankrupt. The announcement this morning that the existing Board has now formed a different special committee of “three independent directors” is farcical. Were any or all of these directors part of the Boards of NRF and NSAM that saw fit to pay you north of $70mm in FY 2014? Were these “independent directors” supportive of the egregious change of control and termination payments of up to $390 million for senior management?
It is imperative that NSAM create a true Strategic Alternatives Committee (the “SAC”) that is officially chartered. This committee needs to be populated with two new independent board members whom we would agree upon with the NSAM Governance and Nominating Committee and two existing non-overlapping independent board members. One of the new independent board members would be the Chairman of the SAC. This true SAC could be in place within a week and would facilitate and expedite the options available to the Company while maximizing value for all shareholders and guaranteeing that existing non-management shareholders concerns about potential conflicts are reduced.
We urge the Company not to approve any transaction without the addition and support of two new independent directors as outlined above, and we stand ready to work with the Company to identify the right directors from our director nominees to help ensure the right steps are taken for all shareholders.
Jonathan LittFounder & Chief Investment OfficerLand and Buildings