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Investments in Unconsolidated Ventures
6 Months Ended
Jun. 30, 2014
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Unconsolidated Ventures
Investments in Unconsolidated Ventures
Investments in Private Equity Funds
The following is a description of investments in private equity funds that own PE investments indirectly through unconsolidated ventures (“PE Investment I”) and (“PE Investment II”). The Company elected the fair value option for PE Investments. As a result, the Company records equity in earnings (losses) based on the change in fair value for its share of the projected future cash flow from one period to another. Both PE Investments are considered voting interest entities and are not consolidated by the Company due to the substantive participating rights of the partners in joint ventures that own the interests in the real estate private equity funds.
The Company evaluates whether disclosure of summarized financial statement information is required for any individually significant investment in unconsolidated ventures. The Company determined there was one significant unconsolidated joint venture with respect to PE Investment I as of June 30, 2014.
PE Investment I
In February 2013, the Company completed the initial closing (“PE I Initial Closing”) of PE Investment I which through a preferred investment, owns a portfolio of limited partnership interests in real estate private equity funds managed by institutional-quality sponsors. Pursuant to the terms of the agreement, at the PE I Initial Closing, the full purchase price was funded, excluding future capital commitments. Accordingly, the Company funded $118.0 million and NorthStar Realty (together with the Company, the “NorthStar Entities”) funded $282.1 million. The NorthStar Entities have an aggregate ownership interest in PE Investment I of 51.0%, of which the Company owns 29.5% and NorthStar Realty owns 70.5%. Teachers Insurance and Annuity Association of America (the “Class B Partner”) contributed its interests in 49 funds subject to the transaction in exchange for all of the Class B partnership interests in PE Investment I.
PE Investment I provides for all cash distributions on a priority basis to the NorthStar Entities as follows: (i) first, 85.0% to the NorthStar Entities and 15.0% to the Class B Partner until the NorthStar Entities receive a 1.5x multiple on all of their invested capital, including amounts funded in connection with future capital commitments; (ii) second, 15.0% to the NorthStar Entities and 85.0% to the Class B Partner until the Class B Partner receives a return of its then remaining June 30, 2012 capital; and (iii) third, 51.0% to the NorthStar Entities and 49.0% to the Class B Partner. All amounts paid to and received by the NorthStar Entities are based on each partner’s proportionate interest.
As of June 30, 2014 and December 31, 2013, the carrying value of the investment in PE Investment I was $86.8 million and $94.7 million, respectively. For the three months ended June 30, 2014 and 2013, the Company recognized $5.9 million and $6.0 million of equity in earnings, respectively. For the six months ended June 30, 2014 and 2013, the Company recognized $11.6 million and $9.2 million of equity in earnings, respectively. For the six months ended June 30, 2014, the Company received $19.6 million of net distributions and did not make any contributions related to PE Investment I. For the six months ended June 30, 2013, the Company received $23.7 million of net distributions and made $7.5 million of contributions related to PE Investment I. The six months ended June 30, 2013 represents activity from February 15, 2013 through June 30, 2013. As of June 30, 2014, the Company’s future capital commitments to the fund interests in PE Investment I are estimated to be approximately $6 million.
The Company had one significant unconsolidated joint venture related to PE Investment I as of June 30, 2014. Summarized financial data for such unconsolidated joint venture for the three months ended March 31, 2014, which is the most recent financial information available from the underlying funds, included net investment income of $1.6 million, realized gains of $1.9 million and unrealized losses of $2.6 million. However, the Company records equity in earnings (losses) based on the change in fair value for its share of the projected cash flow from one period to another and not based on such summarized financial data.
PE Investment II
In June 2013, the Company, NorthStar Realty and funds managed by Goldman Sachs Asset Management (“Vintage Funds”) (each a “Partner”) formed joint ventures and entered into an agreement with Common Pension Fund E, a common trust fund created under New Jersey law (“PE II Seller”), to acquire a portfolio of limited partnership interests in 24 real estate private equity funds managed by institutional-quality sponsors. The aggregate reported net asset value (“NAV”) acquired was $910.0 million as of September 30, 2012. The Company, NorthStar Realty and the Vintage Funds each have an ownership interest in PE Investment II of 15.0%, 70.0% and 15.0%, respectively. All amounts paid and received are based on each Partner’s proportionate interest.
PE Investment II paid $504.8 million to PE II Seller for all of the fund interests, or 55.0% of the September 30, 2012 NAV (the “Initial Amount”), and will pay the remaining $411.4 million, or 45.0% of the September 30, 2012 NAV (the “Deferred Amount”), by the last day of the fiscal quarter after the four year anniversary following the closing date of each fund interest. The Company funded all of its proportionate share of the Initial Amount at the initial closing (“PE II Initial Closing”) on July 3, 2013. For the six months ended June 30, 2014, PE Investment II paid $2.4 million of the Deferred Amount to PE II Seller of which the Company’s share was $0.4 million. As of June 30, 2014, the Company’s share of the Deferred Amount is $61.3 million. The Deferred Amount is a liability of PE Investment II. Each Partner, directly or indirectly, guaranteed its proportionate interest of the Deferred Amount. The Company determined there was an immaterial amount of fair value related to the guarantee.
On March 31st of each year, commencing on March 31, 2015 and for a period of two years thereafter, PE Investment II will pay an amount necessary to reduce the Deferred Amount by the greater of 15.0% of the then outstanding Deferred Amount or 15.0% of the aggregate distributions received by PE Investment II during the preceding 12 month period.
On the first full calendar quarter after the four-year anniversary of the applicable closing date of each fund interest, PE Investment II will be required to pay to PE II Seller the then outstanding unpaid Deferred Amount. PE Investment II will receive 100% of all distributions following the payment of the Deferred Amount.
The Company guaranteed all of its funding obligations that may be due and owed under PE Investment II agreements directly to PE Investment II entities. The Company and NorthStar Realty each agreed to indemnify the other proportionately for any losses that may arise in connection with the funding and other obligations as set forth in the governing documents in the case of a joint default by the Company and NorthStar Realty. The Company and NorthStar Realty further agreed to indemnify each other for all of the losses that may arise as a result of a default that was solely caused by the Company or NorthStar Realty as the case may be.
As of June 30, 2014 and December 31, 2013, the carrying value of the investment in PE Investment II was $58.0 million and $61.9 million, respectively. For the three and six months ended June 30, 2014, the Company recognized $2.8 million and $5.7 million of equity in earnings. For the six months ended June 30, 2014, the Company received $10.6 million of net distributions and made $1.1 million of contributions related to PE Investment II. As of June 30, 2014, the Company’s future capital commitments to the fund interests in PE Investment II are estimated to be approximately $2 million.
Other
In June 2014, the Company entered into a joint venture with affiliates of RXR Realty LLC (“RXR”) to originate a mezzanine loan. RXR is a leading real estate operating and investment management company focused on high-quality real estate investments in the New York Tri-State area. The mezzanine loan had a principal amount of $183.7 million, including future funding commitments. The joint venture owns 50% of the mezzanine loan, of which the Company’s interest in the joint venture is 78.0%. As of June 30, 2014, the carrying value of the investment was $52.0 million. For the three and six months ended June 30, 2014, the Company recognized $0.2 million of equity in earnings.
In April 2013, in connection with a loan on a hotel property in New York, the Company and NorthStar Realty acquired an aggregate 35.0% interest in the Row NYC (formerly the Milford) hotel and retail component, of which the Company owned 35.0% and NorthStar Realty owned 65.0%. There was no carrying value as of June 30, 2014 and December 31, 2013. In March 2014, the retail component of the hotel was sold and for the six months ended June 30, 2014, the Company recognized a $0.6 million gain from this sale in equity in earnings.