Item 1.01. Entry into a Material Definitive Agreement.
On June 30, 2021, the board of directors (the "Board") of NorthStar Healthcare
Income, Inc. ("NorthStar Healthcare") approved the renewal of the advisory
agreement (as amended from time to time, the "Advisory Agreement") by and among
NorthStar Healthcare, NorthStar Healthcare Income Operating Partnership, LP (the
"Operating Partnership"), CNI NSHC Advisors, LLC (formerly NSAM J-NSHC Ltd),
NorthStar Healthcare's advisor (the "Advisor"), and DigitalBridge Group, Inc.
(f/k/a Colony Capital, Inc.), as successor to NorthStar Asset Management Group
Inc., NorthStar Healthcare's sponsor (the "Sponsor"). The Advisory Agreement was
renewed for an additional one-year term commencing on June 30, 2021 upon terms
identical to those in effect through June 30, 2021, but for the following
modifications:
•a reduction of the Asset Management Fee (as defined in the Advisory Agreement)
with respect to corporate cash balances exceeding $75 million, subject to the
terms and conditions set forth in the Advisory Agreement; and
•the payment of the Management Fee (as defined in the Advisory Agreement)
entirely in the form of shares of common stock of NorthStar Healthcare
(collectively, the "Amendments").
In connection therewith, on June 30, 2021, NorthStar Healthcare, the Operating
Partnership, the Advisor and the Sponsor entered into Amendment No. 3 to the
Advisory Agreement ("Amendment No. 3") to effect the Amendments, to be effective
June 30, 2021. 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 the Securities and Exchange Commission (the "SEC")
on July 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 the SEC on
December 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 the SEC on
June 23, 2020, and Amendment No. 3 attached to this Current Report on Form 8-K
as Exhibit 10.1, which agreement as amended is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit.
Exhibit No. Description
10.1 Amendment No. 3 to Advisory Agreement dated as of June 30, 2021 by and
among NorthStar Healthcare Income, Inc., NorthStar Healthcare Income
Operating Partnership, LP, CNI NSHC Advisors, LLC and DigitalBridge Group,
Inc. (f/k/a Colony Capital, Inc.)
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