Bow Street LLC made an all-cash offer to acquire all of NorthStar Realty Europe Corp.'s common shares at $13 per share, increased from an initial offer of $12 per share.
In a Dec. 9 letter to NorthStar Realty Europe Chairman David Hamamoto, the investment manager said it believes the company's true value "will never be realized" under its current structure, prompting it to make the offer. Bow Street noted that although the company's board showed willingness to explore a transaction and engaged Moelis & Co. to evaluate the offer, it disagrees with the proposed nondisclosure agreement's standstill provisions.
With its new bid, Bow Street said it will further discuss and negotiate the offer with NorthStar Realty Europe's board and management and sign customary documentation related to the transaction.
The offer is fully funded by Bow Street and its capital partner, with available resources well in excess of the funds needed to consummate the transaction, according to the investment manager.
Bow Street also urged the board to reject the management contract with NorthStar Asset Management, which stems from the proposed tri-party merger of NorthStar Asset Management, NorthStar Realty Finance Corp. and Colony Capital Inc.
It called the management contract the "single greatest driver" of NorthStar Realty Europe's stock price underperformance. It noted that NorthStar Realty Europe's share price has dropped roughly 15% since its spinoff from NorthStar Realty Finance in late 2015.
"As currently structured, the contract overburdens NRE with unnecessary cost while incentivizing asset growth over share price performance," Bow Street argued in the letter.
Bow Street claimed to own 3,723,934 common shares, or about 6.7%, of NorthStar Realty Europe's outstanding common stock as of Dec. 9.