Item 1.01. Entry into a Material Definitive Agreement.
In connection with the Sponsor Transaction, effective as ofFebruary 28, 2022 , the board of directors (the "Board") of NorthStar Healthcare, including all of its independent directors, approved the renewal of the advisory agreement (as amended from time to time, the "Advisory Agreement"). The Advisory Agreement was renewed for a one-year term commencing onFebruary 28, 2022 upon terms identical to those in effect throughFebruary 28, 2022 , but for certain updates to removeDigitalBridge and add NRF as the new sponsor for certain limited provisions (the "Amendments"). In connection therewith, onFebruary 28, 2022 , NorthStar Healthcare,NorthStar Healthcare Income Operating Partnership, LP (the "Operating Partnership"), the Advisor,DigitalBridge and NRF entered into Amendment No. 4 to the Advisory Agreement ("Amendment No. 4") to effect the Amendments. Pursuant to the Advisory Agreement, the Advisor will continue to perform day-to-day operational and administrative services for NorthStar Healthcare, including asset management services, acquisition services, accounting services and stockholder services. The foregoing description of the Advisory Agreement, as amended, does not purport to be complete and is subject to, and qualified in its entirety by, the Advisory Agreement filed as Exhibit 10.1 to NorthStar Healthcare's Current Report on Form 8-K filed with theSecurities and Exchange Commission (the "SEC") onJuly 1, 2014 , Amendment No. 1 to the Advisory Agreement filed as Exhibit 10.1 to NorthStar Healthcare's Current Report on Form 8-K filed with theSEC onDecember 26, 2017 , Amendment No. 2 to the Advisory Agreement filed as Exhibit 10.1 to NorthStar Healthcare's Current Report on Form 8-K filed with theSEC onJune 23, 2020 , Amendment No. 3 to the Advisory Agreement filed as Exhibit 10.1 to NorthStar Healthcare's Current Report on Form 8-K filed with theSEC onJuly 1, 2021 and Amendment No. 4 attached to this Current Report on Form 8-K as Exhibit 10.1, which agreement as amended is incorporated by reference herein.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Resignation of a Director
On
In addition, onFebruary 28, 2022 , the Board appointedT. Andrew Smith as the Non-Executive Chairman of the Board and reduced the number of directors on the Board.
Resignation and Appointment of Chief Financial Officer and Treasurer
OnFebruary 28, 2022 ,Neale W. Redington resigned as Chief Financial Officer and Treasurer of NorthStar Healthcare. The decision byMr. Redington was not a result of any disagreement with NorthStar Healthcare on any matter relating to NorthStar Healthcare's operations, policies or practices. FollowingMr. Redington's resignation, onFebruary 28, 2022 , the Board appointedPaul V. Varisano as NorthStar Healthcare's Chief Financial Officer and Treasurer.Mr Varisano , age 41, is also the Chief Financial Officer of NRF. Prior to the Sponsor Transaction,Mr. Varisano was a Senior Vice President ofDigitalBridge , responsible for oversight of finance and accounting forDigitalBridge's wellness infrastructure business sinceJune 2019 .Mr. Varisano served in a similar capacity forDigitalBridge's hospitality business fromJune 2017 toJune 2019 , and served as Controller ofNorthStar Asset Management 2 --------------------------------------------------------------------------------Group, Inc. (DigitalBridge's predecessor) fromSeptember 2014 toJanuary 2017 , concentrating on its publicly-traded investment management business and public and non-public traded REITs, including NorthStar Healthcare. In addition,Mr. Varisano served as Director of financial accounting and reporting atIcon Capital, LLC fromJuly 2012 toAugust 2014 . Prior to that,Mr. Varisano was an audit senior manager in the real estate and investment management practice ofDeloitte & Touche LLP .Mr. Varisano , a Certified Public Accountant (license inactive), earned a Bachelor of Science in Business Administration fromNortheastern University . Item 8.01. Other Events.
In addition, on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit. Exhibit No. Description Amendment No. 4 to Advisory Agreement dated as ofFebruary 28, 2022 by and amongNorthStar Healthcare Income, Inc. ,
Operating Partnership, LP,CNI NSHC Advisors ,
LLC,
10.1 Inc. andNRF Holdco, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) 3
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