NorthStar Healthcare Income Review: What Your $10 Shares Became ($3.03 in Cash From Welltower)

What NorthStar Healthcare Income was

NorthStar Healthcare Income was formed in October 2010 as a Maryland corporation, began operations in February 2013 and, in the words of its last 10-K, owned “a diversified portfolio of seniors housing properties” across the United States. Brokers sold it to retail investors in two registered offerings: an initial offering that began in 2013 and was completed in February 2015, and a follow-on that ran from February 2015 to January 2016. At December 31, 2024 its operating portfolio was 42 properties with a gross carrying value of $956.1 million, of which the 32-property Winterfell portfolio was $757.5 million. It was a non-traded REIT: no exchange listing, and the board, not a market, set the price.

Source: Form 10-K for 2013 (price and DRP price) and Form 10-K for 2015 (follow-on price, proceeds and costs). The three offering costs add up to $180.7 million, about 10% of the roughly $1.8 billion raised through December 31, 2015 (our arithmetic). Across all offerings the company raised $2.0 billion, including $232.6 million (25.7 million shares) through its distribution reinvestment plan, per the 10-K for 2024. On top of that, $61.0 million of the proceeds went to the advisor as acquisition fees by the end of 2015.

The money trail per share

A holder's real return is the sum of cash received, not the NAV printed on a statement. Here is the path of one share bought at $10.00 in 2013 or 2014 and held until June 9, 2025. Every payment is from a filing; the sums are our arithmetic.

Sources: Form 10-K for 2024 (the $0.675 and $0.3375 annualized rates, the January 31, 2019 end date, the May 2022 special distribution), Form 10-K for 2018 (the daily rate of $0.000924658), Form 8-K of April 21, 2022 ($0.50) and the closing Form 8-K of June 9, 2025 ($3.03). The January 2019 line is 31 days at the daily rate; the company states distributions ran through January 31, 2019.

So the cash came back to 66% of the price (our arithmetic), over 11 to 12 years, before taxes and inflation. Four things move that number:

• Buyers in 2013 get a little more: distributions started with the first investment on April 5, 2013, so 2013 holders also received part-year 2013 payments we did not total.
• Buyers in the 2015 follow-on paid $10.20, not $10.00, for the same later payments.
• Reinvesters hold a different path. In 2017, $67.0 million of the $125.8 million of declared distributions (53%, our arithmetic) was reinvested rather than paid in cash. Those reinvested dollars bought shares at $9.50, $9.69 and then at the estimated value ($8.63, $9.10, $8.50, $7.10). Each such share later received the same $0.50 and $3.03 as any other.
• Tax character matters. For 2022 the company says distributions “represent return of capital distributions.” A return of capital lowers your cost basis; it does not change the cash received.

The estimated NAV record: ten valuations, one direction

The board published an estimated value per share about once a year, each with a third-party valuation firm (Stanger for 2015, 2018 and 2019, Duff & Phelps for 2020, Kroll for 2024). Reinvestment prices followed these values, and the same numbers were what holders saw on their statements.

Sources: the NAV 8-Ks of April 8, 2016, December 22, 2020 and October 17, 2024 and the 10-Ks for 2016 to 2023 (accessions in the CSV). Percentage changes are our arithmetic.

Three points stand out:

• The big drop was 2020. The June 30, 2020 valuation put the properties, joint-venture interests and debt investment at about $2.06 billion, 25.0% below what the company had paid; a year earlier the shortfall was 6.8% ($2.56 billion). Per share that was $6.25 to $3.89. The NAV never came back: the best later value, $3.91, is 39% of the offering price (our arithmetic).
• The last NAV was a rise. The $2.96 value was 12% above $2.64, and the board's proxy later said the $3.03 deal price “represents a premium to NorthStar Healthcare’s most recently announced estimated NAV per share of $2.96.”
• Every NAV is an estimate. The company itself said these values do not include any “enterprise value” premium or discount, and the 2020 filing lists the pandemic among factors that could change the value.

Distributions and the repurchase program: two exits that closed

For its first six years the company paid a steady monthly distribution. After that, two doors closed in a row:

Sources: Form 10-K for 2024 (Items 5 and 7, notes), Form 10-K for 2022 (October 2018 amendment), Form 10-K for 2018 (January 2019 repurchases at $7.10), Form 8-K of April 21, 2022. In the first months of 2019 the company still repurchased 0.3 million shares for $2.0 million at $7.10 under the amended program.

The strategic review: from 2020 to a $3.03 cash-out

The proxy statement gives the company's own account of how the exit was reached.

• August 2020: the board forms a special committee of independent directors to look at strategic alternatives, and hires CSCA Capital Advisors that September.
• January to March 2022: CSCA contacts 19 parties; 15 sign confidentiality agreements; five submit indications of interest. The committee concludes a sale of the whole company “could not have been achieved at an acceptable value at that time,” citing among other things minority joint-venture stakes, high leverage and the slow recovery from the pandemic.
• October 21, 2022: the company internalizes its management and ends its advisory agreement (next section).
• 2023 to September 2024: it sells down its minority joint-venture positions. The last, a 24.0% interest in Trilogy, is bought by American Healthcare REIT on September 20, 2024 for net proceeds of “approximately $252 million.”
• Autumn 2024: with only directly owned properties left, bidders appear. Two parties, one an owner-operator and one a large private equity firm, give verbal valuations in “the mid to high end of the range between $2 and $3 per share”; a large public healthcare REIT says matching NAV would be hard. On November 15, 2024 Welltower offers $3.03 a share in cash, an equity value of about $563 million and a gross asset value of about $935 million, and tells the company's financial adviser it is its “best and final” proposal. (185,712,103 shares at $3.03 is $562.7 million, our arithmetic.)
• January 29, 2025: merger agreement signed. Welltower OP LLC guarantees the buyer. The company could solicit rivals until March 10, 2025: CSCA re-contacted the 22 parties that had signed confidentiality agreements (12 engaged) and approached 15 more (5 engaged), and, per the company, “no third party submitted an acquisition proposal.”
• June 4, 2025: holders approve the merger with 96,813,986 votes for, 3,239,528 against and 2,553,593 abstaining. The vote needed a majority of all shares outstanding; 96,813,986 is 52.1% of 185,712,103 (our arithmetic).
• June 9, 2025: the merger closes and the company files a Form 15 to end its SEC registration. The buyer paid “using cash on hand.” The charter gave holders no appraisal rights.

The $3.03 price is the headline, but the process shows its meaning: after two sale attempts, the market's reading of this portfolio was in the $2 to $3 range, and the one bidder that made an offer paid slightly over the board's NAV. Two lawsuits and four demand letters challenged the proxy's disclosures; the company denied the allegations and supplemented the proxy on May 23, 2025. The filings we read show no court-ordered recovery for holders.

Who ran it: the adviser, the sponsor and the internalization

From inception in 2010 until October 2022 the company was externally managed, and its advisor and sponsor changed hands several times.

The filing says “no payment will be made” by the company to the former advisor in connection with the internalization, and the credit line from the sponsor's affiliate was terminated with nothing outstanding. The new chief executive had been head of senior housing at Healthpeak Properties, per the 8-K. When the merger closed, he, the chief financial officer, the general counsel and four directors resigned.

The mini-tenders: $1.01, $0.87 and $1.05 against a $3.03 buyout

Between January and December 2024, the same bidder, Comrit Investments 1, LP, made three third-party tender offers for NorthStar shares. Each was a small “mini-tender” for less than 5% of the company. With repurchases suspended since 2020, they were one of the few ways to get cash out. The board unanimously recommended that holders reject each one; of the first it said the offer “is not advisable and is not in the best interests of the Company’s stockholders.”

Sources: Schedules TO-T of January 8, April 26 and October 15, 2024 and the final amendments of March 11, June 25 and December 13, 2024; Schedules 14D-9 of January 12, May 1 and October 17, 2024. Percentages are our arithmetic.

What the filings show:

• Total bought: 2,936,835 + 1,610,275 + 1,291,068 = 5,838,178 shares, about 3.1% of the company. The bidder ended with 13,485,714 shares, about 7.3%.
• Cost against outcome: about $5.7 million paid in total (our arithmetic) for shares that became $17.7 million of merger cash 6 to 15 months after each offer closed. A holder who tendered at $1.01 gave up $2.02 a share compared with the buyout.
• The terms went beyond price. The offer says the bidder is “entitled to all proceeds that are paid after the Expiration Date from or as a result of any claim, litigation, class or derivative action” on the tendered shares, and takes dividends paid after the offer's expiration. A seller gave up any later recovery as well as the shares.
• The $3.03 price was not public until January 2025. The merger agreement was announced in the January 29, 2025 8-K, after the last offer closed. Through 2024 the board's own estimate was $2.64 to $2.96, and the tenders were priced at about a third of it.

For how other third-party offers on non-traded REIT shares have priced, see our non-traded REIT tender-offer guide and the listing discount analysis.

The debt behind the price

Debt explains why the estimated NAV was a few dollars and not ten. At December 31, 2024:

Source: Form 10-K for 2024. Winterfell alone was $757.5 million of the $956.1 million of gross real estate, and the 10-K says the company had to advance $35.0 million into escrow when the Winterfell loans were extended. The company warned it “may be unable to extend or refinance” the 2026 loans without a significant paydown. Under the merger agreement the company deposited its own “Excess Cash” into the exchange fund alongside the buyer's money, so part of the $3.03 came from the company's cash. Our reading, not the filing's: a holder in 2024 held a thin slice of equity behind $858.5 million of mortgages, so each dollar change in property value moved the NAV by a large share.

What a former holder can do with this

This is analysis of public documents, not investment, legal or tax advice. The investment question is closed: the shares were cancelled on June 9, 2025. What remains is paperwork and a few checks.

1. Confirm the $3.03 arrived. The proxy said the paying and exchange agent would be instructed to pay holders of record “within approximately three business days after the closing,” and holders for whom it had no W-9 were to be mailed an instruction letter. If your account shows no payment for June 2025, ask your broker or custodian first; the Form 15 lists the successor's address as 4500 Dorr Street, Toledo, Ohio. Unclaimed amounts can end up in state unclaimed-property programs.
2. Work out your basis. The proxy says the cash-out “will be a taxable transaction for U.S. federal income tax purposes.” Start from what you paid ($10.00 or $10.20 a share, plus shares bought through reinvestment), then subtract any distributions your 1099-DIV labeled as return of capital, and compare to $3.03 a share. A professional can tell you how a loss applies to your return; see also our guide to tax-loss harvesting with real estate investments.
3. Check the 1099-B. The cash-out happened in 2025, so it belongs on your 2025 return. If your cost basis shows as blank or zero because the shares were bought a decade earlier, the broker's form can be wrong; your own purchase records decide.
4. Weigh a recovery claim with a lawyer, not an ad. We found no SEC Fair Fund or class settlement for NorthStar Healthcare holders in the filings. Law-firm pages advertise recovery for investors in the REIT; they are marketing, not court documents. A claim about how the shares were sold would depend on dates and on who sold them, so ask a securities lawyer promptly.
5. If you sold to a mini-tender in 2024, the filings above show what you gave up; there is no mechanism in the filings to reverse it.

If you now hold other non-traded REITs bought in the same years, the same questions apply: what is the last NAV, how much leverage is behind it, and is there a redemption program that actually pays? That is where an independent adviser earns the fee.

What we could not verify

• The date each holder was paid. The closing 8-K says each share “was converted into the right to receive” $3.03. The proxy gives the three-business-day instruction; we did not see a paying-agent notice or any later SEC filing, because the company deregistered.
• Any later adjustment. The merger agreement allows the price to be “adjusted”, and the closing 8-K still reads “as may be adjusted”; neither it nor the Form 15 states a different final amount.
• Total distributions paid since inception. We built the per-share path from the stated rates; summing annual dollar totals for every year was not possible from the 10-Ks we saved, and part-year 2013 is not included.
• The identity of Parties A to D. The proxy does not name them.

Sources, read on October 6, 2026: NorthStar Healthcare Income's Forms 10-K for 2013 (accession 0001503707-14-000025), 2015 (0001503707-16-000113), 2016 (0001503707-17-000004), 2017 (0001503707-18-000004), 2018 (0001503707-19-000006), 2020 (0001503707-21-000008), 2021 (0001503707-22-000007), 2022 (0001503707-23-000006), 2023 (0001503707-24-000005) and 2024 (0001503707-25-000019); Forms 8-K of April 8, 2016 (0001503707-16-000115), December 4, 2018 (0001503707-18-000028), December 9, 2019 (0001503707-19-000039), December 22, 2020 (0001503707-20-000041), March 4, 2022 (0001503707-22-000003), April 21, 2022 (0001503707-22-000014), October 21, 2022 (0001503707-22-000031), September 20, 2024 (0001503707-24-000036), October 17, 2024 (0001503707-24-000040), January 30, 2025 (0001503707-25-000008), May 23, 2025 (0001503707-25-000041) and June 4, 2025 (0001503707-25-000045); the definitive merger proxy statement of March 18, 2025 (0001503707-25-000024); the closing Form 8-K and Form 15-12G of June 9, 2025 (0001193125-25-137880 and 0001193125-25-137924); the Schedules TO-T and amendments of January 8, March 11, April 26, June 25, October 15 and December 13, 2024 (0001104659-24-002163, -032909, -052662, -074669, -108468, -128383) and Schedules 14D-9 of January 12, May 1 and October 17, 2024 (0001503707-24-000002, -000021, -000042). Percentages, sums and per-share totals are our arithmetic. We are not paid by NorthStar, Welltower or Comrit; the adviser match above is a paid referral, disclosed in the box. This is analysis of public documents, not investment, legal or tax advice.