8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2017

COLONY CAPITAL, INC.

(Colony NorthStar, Inc. as successor by merger to Colony Capital, Inc.)

(Exact name of registrant as specified in its charter)

Maryland	001-34456	27-0419483
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

515 S. Flower Street, 44th Floor Los Angeles, CA	90071
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 282-8820

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Current Report on Form 8-K is being filed in connection with the completion on January 10, 2017 of the transactions contemplated by that certain Agreement and Plans of Merger, dated as of June 2, 2016 (as amended by the two separate letter agreements dated July 28, 2016 and October 16, 2016, respectively, and as it may be further amended, the “Merger Agreement”), by and among Colony Capital, Inc., a Maryland corporation (the “Company”), NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”), NorthStar Realty Finance Corp., a Maryland corporation (“NRF”), Colony NorthStar, Inc. (formerly known as New Polaris Inc.), a Maryland corporation (“Colony NorthStar”), New Sirius Inc., a Maryland corporation (“New NRF”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership, Sirius Merger Sub-T, LLC, a Delaware limited liability company, and New Sirius Merger Sub, LLC, a Delaware limited liability company.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the transactions contemplated by the Merger Agreement, the Company terminated its Management Agreement, dated as of March 6, 2013, entered into with Colony Financial Holdings, LLC (f/k/a Colony Financial TRS, LLC), a Delaware limited liability company (“Holdings”), and Colony Financial Manager, a Delaware limited liability company (the “Manager”), pursuant to which the Manager had been appointed to manage the assets and the day-to-day operations of the Company, Holdings and certain subsidiaries of the Company.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.

On January 10, 2017, pursuant to the Merger Agreement, NSAM, NRF and the Company merged into Colony NorthStar, which became the publicly traded company for the combined organization. Specifically, in accordance with the Merger Agreement, (i) NSAM merged with and into Colony NorthStar, with Colony NorthStar continuing as the surviving corporation (the “Redomestication Merger”), (ii) New NRF, following certain internal reorganization transactions resulting in NRF becoming a wholly owned subsidiary of New NRF, merged with and into Colony NorthStar, with Colony NorthStar continuing as the surviving corporation and NRF continuing as a limited liability company subsidiary of Colony NorthStar (the “NRF Merger”) and (iii) the Company merged with and into Colony NorthStar, with Colony NorthStar continuing as the surviving corporation (the “Colony Merger” and together with the Redomestication Merger and the NRF Merger, the “Mergers”).

At the effective time of the Redomestication Merger, each share of NSAM common stock issued and outstanding immediately prior to such effective time was cancelled and converted into one share of the class A common stock of Colony NorthStar (“Colony NorthStar Class A Common Stock”).

At the effective time of the NRF Merger, (i) each share of NRF common stock issued and outstanding immediately prior to such effective time, through a series of transactions, was cancelled and converted into the right to receive 1.0996 shares of Colony NorthStar Class A Common Stock, and (ii) each share of NRF series A preferred stock, series B preferred stock, series C preferred stock, series D preferred stock and series E preferred stock issued and outstanding immediately prior to such effective time, through a series of transactions, was cancelled and converted into the right to receive one share of Colony NorthStar’s 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, 8.25% Series B Cumulative Redeemable Perpetual Preferred Stock, 8.875% Series C Cumulative Redeemable Perpetual Preferred Stock, 8.500% Series D Cumulative Redeemable Perpetual Preferred Stock and 8.75% Series E Cumulative Redeemable Perpetual Preferred Stock, respectively, having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividend, qualification and terms and conditions of redemption substantially similar to those of the corresponding series of NRF preferred stock.

At the effective time of the Colony Merger, (i) each share of class A common stock of the Company (the “Company Class A Common Stock”) issued and outstanding immediately prior to such effective time was cancelled and converted into the right to receive 1.4663 shares of Colony NorthStar Class A Common Stock, (ii) each share of class B common stock of the Company (the “Company Class B Common Stock”) issued and outstanding immediately prior to such effective time was cancelled and converted into the right to receive 1.4663 shares of the class B common Stock of Colony NorthStar (“Colony NorthStar Class B Common Stock”) and (iii) each share of the Company’s series A preferred stock, series B preferred stock and series C preferred stock (collectively, the “Company Preferred Stock”) issued and outstanding immediately prior to such effective time was cancelled and converted into the right to receive one share of Colony NorthStar’s 8.50% Series F Cumulative Redeemable Perpetual Preferred Stock, 7.50% Series G Cumulative Redeemable Perpetual Preferred Stock and 7.125% Series H Cumulative Redeemable Perpetual Preferred Stock, respectively, having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividend, qualification and terms and conditions of redemption substantially similar to those of the corresponding series of the Company Preferred Stock (together with the Colony NorthStar Class A Common Stock and Colony NorthStar Class B Common Stock to be received by the Company’s common stockholders in connection with the Colony Merger, the “Colony Merger Consideration”).

In addition, on December 22, 2016, NSAM declared a one-time special dividend (the “Special Dividend”) in the amount of approximately $1.16 per share of NSAM common stock. The Special Dividend is expected to be paid as soon as reasonably practicable following the closing of the Mergers, and the number of shares of NSAM common stock that will be entitled to receive the Special Dividend will be determined based on the record date of January 3, 2017.

The issuance of Colony NorthStar Class A Common Stock and Colony NorthStar series A preferred stock, series B preferred stock, series C preferred stock, series D preferred stock, series E preferred stock, series F preferred stock, series G preferred stock and series H preferred stock in connection with the Mergers was registered under the Securities Act of 1933, as amended, pursuant to Colony NorthStar’s registration statement on Form S-4 (File No. 333- 212739) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 29, 2016 (as amended, the “Registration Statement”), and declared effective on November 18, 2016. The definitive joint proxy statement/prospectus of NSAM, the Company and NRF, dated November 18, 2016 (as supplemented by NSAM’s and NRF’s Current Reports on Form 8-K filed on November 23, 2016 and December 12, 2016, respectively, and the Company’s Current Report on Form 8-K filed on December 12, 2016), which forms a part of the Registration Statement, contains additional information about the Mergers and the other transactions contemplated by the Merger Agreement, which is incorporated by reference into this Item 2.01.

As of the closing of the Redomestication Merger, shares of Colony NorthStar Class A Common Stock are deemed registered under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) pursuant to Rule 12g-3(a) under the Exchange Act. For purposes of Rule 12g-3(a), Colony NorthStar is the successor issuer to NSAM. As a result, as of the completion of the Mergers, future filings with the SEC will be made by Colony NorthStar under CIK No. 0001679688. Shares of Colony NorthStar Class A Common Stock have also been approved for listing on the New York Stock Exchange (the “NYSE”) and will begin trading under the symbol “CLNS” on the NYSE effective as of the opening of trading on January 11, 2017.

In accordance with the Merger Agreement, Colony NorthStar assumed NRF’s Third Amended and Restated 2004 Omnibus Stock Incentive Plan (the “NRF Incentive Plan”), NSAM’s 2014 Omnibus Stock Incentive Plan (“NSAM 2014 Plan”) and the Company’s 2009 Non-Executive Director Stock Plan and 2014 Equity Incentive Plan (together, the “Company Stock Plans”). Following the filing of this Form 8-K, Colony NorthStar will file (i) a post-effective amendment to the Registration Statement on Form S-8 with respect to certain unvested restricted stock units under the NRF Incentive Plan and (ii) pursuant to 12g-3(a) of the Exchange Act, a post-effective amendment to a registration statement filed by NSAM on Form S-8 on June 27, 2014 (File No. 333-197104) to adopt the NSAM 2014 Plan as Colony NorthStar’s successor stock incentive plan. Outstanding equity awards granted under the NSAM 2014 Plan prior to the consummation of the Mergers will continue to be governed, to the extent applicable, by the terms of the NSAM 2014 Plan.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which were filed as Exhibits 2.1, 2.2 and 2.3 to the Registration Statement and are incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On January 10, 2017, in connection with the completion of the Mergers, the Company requested that the NYSE suspend trading in the Company Class A Common Stock and the Company Preferred Stock (collectively, the “Company Capital Stock”) and file with the SEC a Form 25 to notify the SEC of the removal of shares of the Company Capital Stock from listing on the NYSE effective as of the completion of the Mergers. Shares of the Company’s Capital Stock will be suspended from trading on the NYSE effective as of the opening of trading on January 11, 2017. The Company intends to file a Form 15 with the SEC to terminate the registration of the Company’s Capital Stock under the Exchange Act and suspend its reporting obligations with respect to such shares under Section 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Explanatory Note, Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the Colony Merger, each share of Company Class A Common Stock, Company Class B Common Stock and Company Preferred Stock issued and outstanding immediately prior to the effective time of such merger, was converted into the right to receive the Colony Merger Consideration, as applicable. At the effective time of the Colony Merger, each of the Company’s stockholders ceased to have any rights as stockholders of the Company other than the right to receive the Colony Merger Consideration, as applicable, and any rights attendant thereto.

The rights of the former Company common stockholders who become Colony NorthStar common stockholders will be governed by the Articles of Amendment and Restatement of Colony NorthStar (the “Colony NorthStar Charter”) and the Amended and Restated Bylaws of Colony NorthStar (the “Colony NorthStar Bylaws”) and the Maryland General Corporation Law (the “MGCL”). The Registration Statement contains additional information about the Colony NorthStar Charter, the Colony NorthStar Bylaws, the MGCL, as well as a comparison of the rights of former Company common stockholders with the rights of Colony NorthStar common stockholders, which is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As of the consummation of the Mergers, the former stockholders of NSAM, the Company and NRF hold, or have the right to hold, approximately 32.85%, 33.25% and 33.90%, respectively, of Colony NorthStar, on a fully diluted basis, excluding the effect of certain equity-based awards issuable in connection with the Mergers. In addition, taking into account the voting rights of each share of Colony NorthStar Class B Common Stock, which are equal to 36.5 votes per share of Colony NorthStar Class A Common Stock, following the Mergers, the former stockholders of NSAM, the Company and NRF hold, or have the right to hold, approximately 34%, 33% and 33%, respectively, of the voting power of Colony NorthStar common stock.

Upon the consummation of the Mergers, in accordance with the Merger Agreement, the size of the board of directors of Colony NorthStar was set at 10 members, of whom five are designated by NSAM and NRF and five are designated by the Company.

Item 8.01. Other Events.

On January 10, 2017, Colony NorthStar issued a press release announcing the completion of the transactions contemplated by the Merger Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are filed with this report.

Exhibit No.	Description
2.1	Agreement and Plans of Merger, dated as of June 2, 2016, among NorthStar Realty Finance Corp., Colony Capital, Inc., NorthStar Asset Management Group Inc., Colony NorthStar, Inc. (formerly known as New Polaris Inc.), New Sirius Inc., NorthStar Realty Finance Limited Partnership, Sirius Merger Sub-T, LLC and New Sirius Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to Colony NorthStar, Inc.’s Registration Statement on Form S-4 (No. 333-212739) effective November 18, 2016)
2.2	Letter Agreement, dated as of July 28, 2016, among NorthStar Realty Finance Corp., Colony Capital, Inc., NorthStar Asset Management Group Inc., Colony NorthStar, Inc. (formerly known as New Polaris Inc.), Sirius Merger Sub-T, LLC, NorthStar Realty Finance Limited Partnership, New Sirius Inc. and New Sirius Merger Sub LLC (incorporated by reference to Exhibit 2.2 to Colony NorthStar, Inc.’s Registration Statement on Form S-4 (No. 333-212739) effective November 18, 2016)
2.3	Letter Agreement, dated as of October 16, 2016, among NorthStar Realty Finance Corp., Colony Capital, Inc., NorthStar Asset Management Group Inc., Colony NorthStar, Inc. (formerly known as New Polaris Inc.), Sirius Merger Sub-T, LLC, NorthStar Realty Finance Limited Partnership, New Sirius Inc. and New Sirius Merger Sub LLC (incorporated by reference to Exhibit 2.3 to Colony NorthStar, Inc.’s Registration Statement on Form S-4 (No. 333-212739) effective November 18, 2016)
99.1	Press Release of Colony NorthStar, Inc., dated as of January 10, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 10, 2017		COLONY NORTHSTAR, INC., as successor by merger to Colony Capital, Inc.
	By:	/s/ Darren J. Tangen
		Darren J. Tangen Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plans of Merger, dated as of June 2, 2016, among NorthStar Realty Finance Corp., Colony Capital, Inc., NorthStar Asset Management Group Inc., Colony NorthStar, Inc. (formerly known as New Polaris Inc.), New Sirius Inc., NorthStar Realty Finance Limited Partnership, Sirius Merger Sub-T, LLC and New Sirius Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to Colony NorthStar, Inc.’s Registration Statement on Form S-4 (No. 333-212739) effective November 18, 2016)
2.2	Letter Agreement, dated as of July 28, 2016, among NorthStar Realty Finance Corp., Colony Capital, Inc., NorthStar Asset Management Group Inc., Colony NorthStar, Inc. (formerly known as New Polaris Inc.), Sirius Merger Sub-T, LLC, NorthStar Realty Finance Limited Partnership, New Sirius Inc. and New Sirius Merger Sub LLC (incorporated by reference to Exhibit 2.2 to Colony NorthStar, Inc.’s Registration Statement on Form S-4 (No. 333-212739) effective November 18, 2016)
2.3	Letter Agreement, dated as of October 16, 2016, among NorthStar Realty Finance Corp., Colony Capital, Inc., NorthStar Asset Management Group Inc., Colony NorthStar, Inc. (formerly known as New Polaris Inc.), Sirius Merger Sub-T, LLC, NorthStar Realty Finance Limited Partnership, New Sirius Inc. and New Sirius Merger Sub LLC (incorporated by reference to Exhibit 2.3 to Colony NorthStar, Inc.’s Registration Statement on Form S-4 (No. 333-212739) effective November 18, 2016)
99.1	Press Release of Colony NorthStar, Inc., dated as of January 10, 2017

EX-99.1

Exhibit 99.1

Colony Capital, NorthStar Asset Management Group and NorthStar Realty Finance have Completed the

Previously Announced Largest Real Estate Merger of 2016 to Create Colony NorthStar, Inc.

A Global, Diversified Real Estate and Investment Management Leader with $58 Billion of Assets Under Management

Los Angeles, CA and New York, NY, January 10, 2017 - Colony NorthStar, Inc. (“Colony NorthStar” or the “Company”) (NYSE:CLNS) today announced the completion of the merger of Colony Capital, Inc. (“Colony”) (NYSE: CLNY), NorthStar Asset Management Group Inc. (“NSAM”) (NYSE: NSAM) and NorthStar Realty Finance Corp. (“NRF”) (NYSE: NRF). Colony NorthStar currently has an equity market capitalization of approximately $9 billion and assets under management of $58 billion, managing capital on behalf of its stockholders, institutional and retail investors in private funds and non-traded and traded real estate investment trusts (“REIT”) and 1940 Act companies. The transaction was originally announced on June 3, 2016 and approved by all three companies’ stockholders at their respective special meetings held on December 20, 2016. Colony NorthStar will benefit from:

1. World-Class Real Estate and Investment Management Platform: Global, diversified equity REIT with $58 billion of assets under management, led by a seasoned management team with access to proprietary deal sourcing and a strong track record as a global investor, operator and investment manager.

2. Larger, More Diversified and Stable Investment Portfolio: Well-diversified portfolio of real estate investments with concentration in healthcare, industrial, hospitality and opportunistic equity and debt.

3. Investment Management Leadership/Wider Access to Capital Sources: Unmatched access and fiduciary commitment to global investors targeting real estate investment through Colony NorthStar’s institutional private funds management business, retail capital platforms including non-traded REITs and publicly-traded vehicles such as NorthStar Realty Europe Corp. (NYSE: NRE).

4. Stronger Balance Sheet and Improved Liquidity: Approximately $24 billion balance sheet with significant excess liquidity expected from near-term asset monetizations which can be redeployed into new investments, to repurchase stock and/or to deleverage; targeting total debt-to-capitalization ratio of 50% or less with the goal of upgrading corporate credit profile and lowering overall cost of capital.

5. Increased Scale and Market Exposure: Colony NorthStar will trade on the NYSE under the ticker symbol “CLNS” with an equity market capitalization of approximately $9 billion and will be added to the MSCI U.S. REIT Index (RMZ) on January 12, 2017 where it will be in the top quartile by equity market capitalization.

6. Significant Cost Savings: Identified approximately $115 million in total annual cost synergies, consisting of approximately $80 million of cash savings and approximately $35 million of stock-based compensation savings.

7. Best-in-Class Corporate Governance: The ten-member Board of Directors, eight of whom are independent and all of whom stand for election annually and are elected by majority voting standards, opted out of MUTA and adopted significant additional shareholder-focused governance policies.

Thomas J. Barrack, Jr., Executive Chairman of the Board, commented, “We are delighted to complete the merger of these three great companies leading to increased scale, diversity and value creation opportunities for Colony NorthStar and its stockholders. The closing of this transformative transaction represents a milestone in our collective long-term strategy of building a leading global real estate business focused on a core set of real estate verticals in addition to a top-tier institutional and retail investment management business.”

David T. Hamamoto, Executive Vice Chairman of the Board, added, “This partnership benefits Colony NorthStar’s combined stockholders with an even stronger value proposition through enhanced relationships, substantial efficiencies and synergies and greater scale in established, durable real estate and investment management businesses with broad-based capital access and investment opportunities.”

“We couldn’t be more excited about our future prospects as we focus on recognizing the strategic benefits from combining three companies that share a singular long-term vision,” said Richard B. Saltzman, Chief Executive Officer. “Our transition planning continues to progress well and we look forward to creating a highly competitive, world-class organization that balances a creative entrepreneurial spirit with institutional best practices and risk management. I thank the leadership teams and employees of all three companies for their past efforts and continuing dedication to this transformative merger while looking forward to the significant opportunities that lie ahead for Colony NorthStar.”

Leadership and Organization

Thomas J. Barrack Jr. is Executive Chairman of the Board of Directors, David T. Hamamoto is Executive Vice Chairman and Richard B. Saltzman is Chief Executive Officer.

The Company’s Board of Directors consists of ten directors in total, eight of whom are independent directors. In addition to Mr. Barrack and Mr. Hamamoto, the Company’s Board of Directors includes Nancy A. Curtin, George G.C. Parker, John A. Somers and John L. Steffens, all former directors of Colony; Justin E. Metz, former director of NSAM; and Charles W. Schoenherr, former director of NRF. Douglas Crocker II and Jon A. Fosheim were also elected to the Company’s Board of Directors.

Dividends

In accordance with the agreement and plans of merger among Colony, NRF and NSAM, the following dividends shall be paid as soon as reasonably practicable:

A dividend of $0.04444 per share of Colony common stock shall be paid to former Colony stockholders representing a pro rata dividend for the period from January 1, 2017 through January 10, 2017 of the quarterly dividend rate of $0.40 per Colony share.

A dividend of $0.04444 per share of NRF common stock shall be paid to former NRF stockholders representing a pro rata dividend for the period from January 1, 2017 through January 10, 2017 of the quarterly dividend rate of $0.40 per NRF share.

A one-time special dividend of $1.16 per share of NSAM common stock shall be paid to former NSAM stockholders.

Advisors

Colony was advised by BofA Merrill Lynch and received legal counsel from Willkie Farr & Gallagher LLP and Hogan Lovells LLP. Barclays, Credit Suisse, Deutsche Bank Securities, J.P. Morgan and Morgan Stanley also acted as financial advisors to Colony in connection with the transaction. NSAM was advised by Goldman Sachs and received legal counsel from Sullivan & Cromwell LLP, Goodwin Procter LLP as compensation and benefits counsel and Skadden, Arps, Slate, Meagher & Flom LLP and Hunton & Williams LLP as tax counsel. NSAM’s Special Committee was advised by Evercore and received legal counsel from Fried, Frank, Harris, Shriver & Jacobson LLP and Morris, Nichols, Arsht & Tunnell LLP. NRF’s Special Committee was advised by UBS Investment Bank and received legal counsel from Venable LLP. NRF received legal and tax counsel from Vinson & Elkins LLP.

About Colony NorthStar, Inc.

Colony NorthStar, Inc. (NYSE:CLNS) is a leading global real estate and investment management firm. The Company resulted from the January 2017 merger between Colony Capital, Inc., NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp. The Company has significant property holdings in the healthcare, industrial and hospitality sectors, opportunistic equity and debt investments and an embedded institutional and retail investment management business. The Company currently has assets under management in excess of $58 billion and manages capital on behalf of its stockholders, as well as institutional and retail investors in private funds, non-traded and traded real estate investment trusts and 1940 Act companies. In addition, the Company owns NorthStar Securities, LLC, a captive broker-dealer platform which raises capital in the retail market. The firm maintains principal offices in Los Angeles and New York with more than 500 employees in offices located across 17 cities in ten countries. The Company will elect to be taxed as a REIT for U.S. federal income tax purposes. For additional information regarding the Company and its management and business, please refer to www.clns.com beginning January 11, 2017.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward looking statements: operating costs and business disruption may be greater than expected; the ability of Colony NorthStar to retain its senior executives and maintain relationships with business partners following the consummation of the merger; the ability to realize substantial efficiencies and synergies as well as anticipated strategic and financial benefits, such as increased scale, diversity and value creation for Colony NorthStar and its stockholders; whether the merger will broaden Colony NorthStar’s access to capital and result in an expansion of its relationships and investment opportunities; and the impact of legislative, regulatory and competitive changes. The foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in Colony NorthStar’s and each company’s respective reports filed from time to time with the Securities and Exchange Commission.

Colony NorthStar cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. Colony NorthStar is under no duty to update any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and Colony NorthStar does not intend to do so.

Contacts:

Colony NorthStar, Inc.

Megan Gavigan / Emily Deissler / Hayley Cook

Sard Verbinnen & Co.

(212) 687-8080

Owen Blicksilver

Owen Blicksilver PR, Inc.

(516) 742-5950

or

Lasse Glassen

Addo Communications, Inc.

(310) 829-5400

lasseg@addocommunications.com

Joe Calabrese

Investor Relations

(212) 827-3772