NORTHSTAR/RXR MAY AT ANY TIME, IN ITS SOLE DISCRETION, REVISE, CHANGE, OR MODIFY THESE TERMS AND CONDITIONS BY UPDATING THIS POSTING. YOU ARE BOUND BY ANY SUCH REVISIONS AND SHOULD THEREFORE PERIODICALLY VISIT THIS PAGE TO REVIEW THE CURRENT TERMS AND CONDITIONS TO WHICH YOU ARE BOUND, AND YOUR CONTINUED USE OF THE WEBSITE SHALL INDICATE YOUR ACCEPTANCE OF ANY SUCH REVISIONS. YOU MAY NOT DISTRIBUTE, MODIFY, TRANSMIT OR REVISE THE CONTENTS OF THIS SITE WITHOUT THE EXPRESS WRITTEN PERMISSION OF NORTHSTAR/RXR.
- Changes to the Website
NorthStar/RXR reserves the right to change, suspend, or discontinue all or any aspect of the Website, Features (defined in Section II) or any Content (defined in Section V) at any time without notice.
- User Eligibility and Permitted Use of the Website
The Website is available worldwide and may be operated from various locations both within and outside the United States of America (“USA”). Access to and use of the Website, including functionality and features available on the Website and any services discussed, referenced, provided or offered through or on the Website, if any (the “Features”), however, may be inappropriate, prohibited or restricted in countries outside the USA. NorthStar/RXR makes no warranty or representations that the Website or the Features are appropriate or available for access/use outside of the USA. If you access/use the Website from outside the USA, you do so at your own risk and are responsible for complying with the laws and regulations of the territory from which you access/use the Website. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) with regard to your use of the Website. The Website is not intended for use by children under the age of 18.
- Securities Law and Offerings
Investments in real estate investment trusts (“REITs”) are subject to substantial risks. You should consult your tax and financial advisors before using any information on this Website or making an investment in any product described on the Website. The risks involved in investing in NorthStar/RXR include, without limitation, the following:
- We have no operating history and we may not achieve our investment objectives; the prior performance of our sponsors may not predict our future results.
- No public market currently exists for our shares. If you are able to sell your shares, you would likely have to sell them at a substantial loss.
- This is a “blind pool” offering because we have not identified any investments we intend to acquire with the net proceeds of our offering.
- We depend on our advisor and its affiliates, as well as our sub-advisor and its affiliates, to select our investments and conduct our operations. The fees we pay to our advisor, sub-advisor and their affiliates are substantial and were not determined on an arm’s length basis. These fees increase your risk of loss.
- Our investments may be adversely affected by economic cycles and risks inherent to the New York metropolitan area, especially New York City, and to risks inherent in geographic concentration.
- We expect to acquire more than a majority of our investments through joint venture arrangements with RXR Value Added Fund III, an affiliate of RXR Realty. We may also enter into joint ventures or other co-ownership arrangements with other third parties. Such investments may involve risks not otherwise present with other investments.
- We expect to use leverage in connection with our investments, which increases the risk of loss associated with our investments.
- Our tenants may not be able to make lease payments and our borrowers may not be able to make debt service payments to us due to changes in economic conditions, regulatory requirements and other factors.
- Our executive officers and other key professionals of our sponsors who perform services for us on behalf of our advisor and sub-advisor are also officers, directors, managers and key professionals of our sponsors and their affiliates. As a result, they will face significant conflicts of interest.
- There is no guarantee of distributions. Distributions may be paid from sources other than cash flow from operations, including offering proceeds, borrowings or sales of assets and distributions may exceed earnings which may reduce an investor’s overall return. We have not established a limit on the amount of proceeds we may use to fund distributions. If we pay distributions from sources other than our cash flow from operations, we will have less cash available for investments and your overall return may be reduced. There is no guarantee of any return and you may lose a part or all of your investment.
- If we raise substantially less than the maximum offering, we may not be able to acquire a diverse portfolio of investments and the value of your shares may vary more widely with the performance of specific assets.
- Diversification does not eliminate risk and does not assure better performance.
- We may change our targeted investments or investment policies without stockholder consent.
- We set the offering prices of our shares arbitrarily. These prices are unrelated to the net book value of our assets or to our expected operating income. The actual value of our shares may be substantially less than our offering prices.
- We are not required to liquidate our assets or list our shares for trading by a specified date or at all.
- We have not yet qualified to be taxed as a REIT. If we fail to qualify as a REIT for federal income tax purposes, our cash available for distribution and the value of our shares could materially decrease.
- If we terminate our agreement with our advisor, we may be required to pay significant fees to an affiliate of our sponsors, which will reduce the cash available for distribution to you.
- The other risks set forth in our prospectus and our filings with the Securities and Exchange Commission.
- No Investment Advice or Recommendations
Nothing contained on the Website constitutes tax, legal or investment advice. Neither the information, nor any opinions contained on the Website constitutes a solicitation or offer by NorthStar/RXR or its affiliates to buy or sell any securities, futures, options or other financial instruments, nor shall any such financial instrument be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction.
- Ownership of Rights and Limitation of Use
- Links to Other Websites
- Links to NorthStar/RXR from Other Websites
You shall not display hyperlinks on your websites to any website owned or operated by NorthStar/RXR. If you desire to display on your website a hyperlink to the NorthStar/RXR website, you must enter into a written agreement with NorthStar/RXR governing such display. Access to any NorthStar/RXR website does not authorize you to use any of NorthStar/RXR’s names, logos, trademarks or copyrighted material, and you agree not to use the same without NorthStar/RXR’s express written consent. Requests to display hyperlinks on your websites to NorthStar/RXR websites should be e-mailed to email@example.com.
- SEC Materials
Certain information provided through this website has been filed with the Securities and Exchange Commission ("SEC") (such materials being referred to as "SEC Materials"). The SEC Materials and other public disclosures contained on this website contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are typically identified by words or phrases such as likely, believe, expect, anticipate, intend, estimate, position and variations of such words and similar expressions, or future or conditional verbs such as will, would, should, could, may or similar expressions. NorthStar/RXR cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, all of which change over time, and NorthStar/RXR assumes no duty to update forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historic performance.
The following factors, among others, could cause actual results to differ materially from forward-looking statements or historic performance: the introduction, withdrawal, success and timing of business initiatives and strategies; economic conditions; changes in interest rates and financial and capital markets; competitive conditions; capital improvement projects; future acquisitions; and the impact, extent and timing of technological changes and legislative and regulatory actions and reforms.
Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has passed on or endorsed the merits of any information or Content displayed or conveyed on or through the Website. Any representation to the contrary is unlawful.
NorthStar Securities, LLC, member FINRA/SIPC, an affiliate of NorthStar/RXR, is the dealer manager for NorthStar/RXR offering.
Reference is made to NorthStar/RXR’s filings with the SEC which identify additional factors that can affect forward-looking statements.
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