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As filed with the Securities and Exchange Commission on July 28, 2016.

Registration No. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Colony NorthStar, Inc.
(Exact Name of Registrant as Specified in its Charter)



Maryland
(State or other jurisdiction of
incorporation or organization)
  6500
(Primary Standard Industrial
Classification Code Number)
  35-2563017
(I.R.S. Employer
Identification Number)

c/o NorthStar Asset Management Group Inc.
399 Park Avenue, 18th Floor
New York, New York 10022
(212) 547-2600

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices)



Ronald J. Lieberman, Esq.
Secretary
c/o NorthStar Asset Management Group Inc.
399 Park Avenue, 18th Floor
New York, New York 10022
(212) 547-2600

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)



With copies to:

Ronald J. Lieberman, Esq.
NorthStar Asset Management Group Inc.
Executive Vice President, General Counsel
and Secretary
399 Park Avenue, 18th Floor
New York, New York 10022
(212) 547-2600

 

Ronald M. Sanders, Esq.
Colony Capital, Inc.
Chief Legal Officer and Secretary
515 S. Flower Street, 44th Floor
Los Angeles, California 90071
(310) 282-8820

 

Ronald J. Lieberman, Esq.
NorthStar Realty Finance Corp.
Executive Vice President, General Counsel
and Secretary
399 Park Avenue, 18th Floor
New York, New York 10022
(212) 547-2600

Mitchell S. Eitel, Esq.
Robert W. Downes, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000

 

Adam M. Turteltaub, Esq.
Michael E. Brandt, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

 

Daniel M. LeBey, Esq.
David S. Freed, Esq.
Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor
New York, New York 10103
(212) 237-0000

Philip Richter, Esq.
Steven G. Scheinfeld, Esq.
Fried, Frank, Harris, Shriver &
Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

 

Michael D. Schiffer, Esq.
Venable LLP
750 E. Pratt Street, Suite 900
Baltimore, Maryland 21202
(410) 244-7400



Approximate date of commencement of the proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o


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CALCULATION OF REGISTRATION FEE

 
   
   
   
   
   
   
   
   
   
   
 
 
 
 
  Title of each class of
Securities to be Registered

   
  Amount to be
Registered

   
  Proposed Maximum
Offering Price
Per Share

   
  Proposed Maximum
Aggregate
Offering Price

   
  Amount of
Registration
Fee(19)

   
 

 

 

Class A Common Stock, par value $0.01 per share

      596,783,021(1)       N/A       $6,963,448,994.49(10)       $701,219.31    
 

 

 

8.75% Series A Preferred Stock

      2,466,689(2)       N/A       $62,431,898.59(11)       $  6,286.89    
 

 

 

8.25% Series B Preferred Stock

      13,998,905(3)       N/A       $349,832,635.95(12)       $35,228.15    
 

 

 

8.875% Series C Preferred Stock

      5,000,000(4)       N/A       $129,700,000(13)       $13,060.79    
 

 

 

8.500% Series D Preferred Stock

      8,000,000(5)       N/A       $201,840,000(14)       $20,325.29    
 

 

 

8.75% Series E Preferred Stock

      10,000,000(6)       N/A       $254,100,000(15)       $25,587.87    
 

 

 

8.50% Series F Preferred Stock

      10,080,000(7)       N/A       $260,265,600(16)       $26,208.75    
 

 

 

7.50% Series G Preferred Stock

      3,450,000(8)       N/A       $87,837,000(17)       $  8,845.19    
 

 

 

7.125% Series H Preferred Stock

      11,500,000(9)       N/A       $285,545,000(18)       $28,754.38    
 
 
 
(1)
Represents the maximum number of shares of Colony NorthStar, Inc. class A common stock estimated to be issued upon completion of the Mergers described herein. This number is based on the number of shares of NorthStar Asset Management Group Inc. common stock, NorthStar Realty Finance Corp. common stock and Colony Capital, Inc. class A common stock outstanding and reserved for issuance under various equity plans to the extent such shares will be issued in connection with any vesting triggered by the Mergers, in each case as of July 26, 2016, and the exchange of each such share of NSAM common stock for one share of Colony NorthStar class A common stock, each such share of NRF common stock for 1.0996 shares of Colony NorthStar class A common stock and each such share of Colony class A common stock for 1.4663 shares of Colony NorthStar class A common stock.

(2)
Represents the maximum number of shares of Colony NorthStar 8.75% series A cumulative redeemable perpetual preferred stock, par value $0.01 per share, estimated to be issued upon completion of the Mergers described herein. This number is based on the number of shares of NRF 8.75% series A cumulative redeemable preferred stock, par value $0.01 per share, outstanding as of July 26, 2016, and the exchange of each such share of NRF series A preferred stock for one share of Colony NorthStar series A preferred stock, pursuant to the merger agreement.

(3)
Represents the maximum number of shares of Colony NorthStar 8.25% series B cumulative redeemable perpetual preferred stock, par value $0.01 per share, estimated to be issued upon completion of the Mergers described herein. This number is based on the number of shares of NRF 8.25% series B cumulative redeemable preferred stock, par value $0.01 per share, outstanding as of July 26, 2016, and the exchange of each such share of NRF series B preferred stock for one share of Colony NorthStar series B preferred stock, pursuant to the merger agreement.

(4)
Represents the maximum number of shares of Colony NorthStar 8.875% series C cumulative redeemable perpetual preferred stock, par value $0.01 per share, estimated to be issued upon completion of the Mergers described herein. This number is based on the number of shares of NRF 8.875% series C cumulative redeemable preferred stock, par value $0.01 per share, outstanding as of July 26, 2016, and the exchange of each such share of NRF series C preferred stock for one share of Colony NorthStar series C preferred stock, pursuant to the merger agreement.

(5)
Represents the maximum number of shares of Colony NorthStar 8.500% series D cumulative redeemable perpetual preferred stock, par value $0.01 per share, estimated to be issued upon completion of the Mergers described herein. This number is based on the number of shares of NRF 8.500% series D cumulative redeemable preferred stock, par value $0.01 per share, outstanding as of July 26, 2016, and the exchange of each such share of NRF series D preferred stock for one share of Colony NorthStar series D preferred stock, pursuant to the merger agreement.

(6)
Represents the maximum number of shares of Colony NorthStar 8.75% series E cumulative redeemable perpetual preferred stock, par value $0.01 per share, estimated to be issued upon completion of the Mergers described herein. This number is based on the number of shares of NRF 8.75% series E cumulative redeemable preferred stock, par value $0.01 per share, outstanding as of July 26, 2016, and the exchange of each such share of NRF series E preferred stock for one share of Colony NorthStar series E preferred stock, pursuant to the merger agreement.

(7)
Represents the maximum number of shares of Colony NorthStar 8.50% series F cumulative redeemable perpetual preferred stock, par value $0.01 per share, estimated to be issued upon completion of the Mergers described herein. This number is based on the number of shares of Colony 8.50% series A cumulative redeemable perpetual preferred stock, par value $0.01 per share, outstanding as of July 26, 2016, and the exchange of each such share of Colony series A preferred stock for one share of Colony NorthStar series F preferred stock, pursuant to the merger agreement.

(8)
Represents the maximum number of shares of Colony NorthStar 7.50% series G cumulative redeemable perpetual preferred stock, par value $0.01 per share, estimated to be issued upon completion of the Mergers described herein. This number is based on the number of shares of Colony 7.50% series B cumulative redeemable perpetual preferred stock, par value $0.01 per share, outstanding as of July 26, 2016, and the exchange of each such share of Colony series B preferred stock for one share of Colony NorthStar series G preferred stock, pursuant to the merger agreement.

(9)
Represents the maximum number of shares of Colony NorthStar 7.125% series H cumulative redeemable perpetual preferred stock, par value $0.01 per share, estimated to be issued upon completion of the Mergers described herein. This number is based on the number of shares of Colony 7.125% series C cumulative redeemable perpetual preferred stock, par value $0.01 per share, outstanding as of July 26, 2016, and the exchange of each such share of Colony series C preferred stock for one share of Colony NorthStar series H preferred stock, pursuant to the merger agreement.

(10)
The proposed maximum aggregate offering price of the Colony NorthStar class A common stock was calculated based upon the market value of shares of NSAM common stock, NRF common stock and Colony class A common stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the sum of (i) the product of (A) $11.53, the average of the high and low prices per share of NSAM common stock as reported on the NYSE on July 26, 2016 and (B) 194,566,661, the estimated maximum number of shares of NSAM common stock that may be exchanged pursuant to the merger agreement, including shares reserved for issuance under various equity plans to the extent such shares will be issued in connection with any vesting triggered by the Mergers, and that are to be registered, plus (ii) the product of (A) $12.88, the average of the high and low prices per share of NRF common stock as reported on the NYSE on July 26, 2016 and (B) 184,572,232, the estimated maximum number of shares of NRF common stock that may be exchanged pursuant to the merger agreement, including shares reserved for issuance under various equity plans, and that are to be registered plus (iii) the product of (A) $17.24, the average of the high and low prices per share of Colony class A common stock as reported on the NYSE on July 26, 2016 and

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    (B) 135,893,564, the estimated maximum number of shares of Colony class A common stock that may be exchanged pursuant to the merger agreement, including shares reserved for issuance under various equity plans to the extent such shares will be issued in connection with any vesting triggered by the Mergers.

(11)
The proposed maximum aggregate offering price of the Colony NorthStar series A preferred stock was calculated based upon the market value of shares of NRF series A preferred stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (i) $25.31, the average of the high and low prices per share of NRF series A preferred stock as reported on the NYSE on July 26, 2016 and (ii) 2,466,689, the number of shares of NRF series A preferred stock that will be exchanged for the Colony NorthStar series A preferred stock, and that are to be registered.

(12)
The proposed maximum aggregate offering price of the Colony NorthStar series B preferred stock was calculated based upon the market value of shares of NRF series B preferred stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (i) $24.99, the average of the high and low prices per share of NRF series B preferred stock as reported on the NYSE on July 26, 2016 and (ii) 13,998,905, the number of shares of NRF series B preferred stock that will be exchanged for the Colony NorthStar series B preferred stock, and that are to be registered.

(13)
The proposed maximum aggregate offering price of the Colony NorthStar series C preferred stock was calculated based upon the market value of shares of NRF series C preferred stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (i) $25.94, the average of the high and low prices per share of NRF series C preferred stock as reported on the NYSE on July 26, 2016 and (ii) 5,000,000, the number of shares of NRF series C preferred stock that will be exchanged for the Colony NorthStar series C preferred stock, and that are to be registered.

(14)
The proposed maximum aggregate offering price the Colony NorthStar series D preferred stock was calculated based upon the market value of shares of NRF series D preferred stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (i) $25.23, the average of the high and low prices per share of NRF series D preferred stock as reported on the NYSE on July 26, 2016 and (ii) 8,000,000, the number of shares of NRF series D preferred stock that will be exchanged for the Colony NorthStar series D preferred stock, and that are to be registered.

(15)
The proposed maximum aggregate offering price of the Colony NorthStar series E preferred stock was calculated based upon the market value of shares of NRF series E preferred stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (i) $25.41, the average of the high and low prices per share of NRF series E preferred stock as reported on the NYSE on July 26, 2016 and (ii) 10,000,000, the number of shares of NRF series E preferred stock that will be exchanged for the Colony NorthStar series E preferred stock, and that are to be registered.

(16)
The proposed maximum aggregate offering price of the Colony NorthStar series F preferred stock was calculated based upon the market value of shares of Colony series A preferred stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (i) $25.82, the average of the high and low prices per share of Colony series A preferred stock as reported on the NYSE on July 26, 2016 and (ii) 10,080,000, the number of shares of Colony series A preferred stock that will be exchanged for the Colony NorthStar series F preferred stock, and that are to be registered.

(17)
The proposed maximum aggregate offering price of the Colony NorthStar series G preferred stock was calculated based upon the market value of shares of Colony series B preferred stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (i) $25.46, the average of the high and low prices per share of Colony series B preferred stock as reported on the NYSE on July 26, 2016 and (ii) 3,450,000, the number of shares of Colony series B preferred stock that will be exchanged for the Colony NorthStar series G preferred stock, and that are to be registered.

(18)
The proposed maximum aggregate offering price of the Colony NorthStar series H preferred stock was calculated based upon the market value of shares of Colony series C preferred stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (i) $24.83, the average of the high and low prices per share of Colony series C preferred stock as reported on the NYSE on July 26, 2016 and (ii) 11,500,000, the number of shares of Colony series C preferred stock that will be exchanged for the Colony NorthStar series H preferred stock, and that are to be registered.

(19)
Computed in accordance with Rule 457(f) under the Securities Act based on a rate of $100.70 per $1,000,000 of the proposed maximum aggregate offering price.



                       The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. The securities to be affected by this joint proxy statement/prospectus may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED JULY 28, 2016

LOGO   LOGO   LOGO

MERGERS PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

                On June 2, 2016, NorthStar Asset Management Group Inc., which we refer to as NSAM, Colony Capital, Inc., which we refer to as Colony, and NorthStar Realty Finance Corp., which we refer to as NRF, and certain subsidiary entities of NSAM and NRF entered into an Agreement and Plans of Merger, which agreement, as amended from time to time, we refer to as the merger agreement, pursuant to which NSAM, Colony and NRF will combine in an all-stock merger of equals resulting in a combined company with an internally managed, diversified real estate and investment management platform. We refer to the mergers contemplated by the merger agreement as the Mergers.

                We currently expect that NSAM stockholders will own approximately 32.85%, Colony stockholders will own approximately 33.25% and NRF stockholders will own approximately 33.90% of the combined company upon the closing of the Mergers, on a fully diluted basis, excluding the effect of certain equity-based awards issuable in connection with the Mergers.

                Under the terms of the merger agreement, NSAM will redomesticate as a Maryland corporation by merging with and into its wholly owned subsidiary, Colony NorthStar, Inc., which we refer to as Colony NorthStar, with Colony NorthStar surviving, which we refer to as the Redomestication merger. Colony NorthStar will elect to be treated as a real estate investment trust, or REIT, effective January 1, 2017. Following internal reorganization transactions by NRF described in the attached joint proxy statement/prospectus, NRF, and then Colony, will merge with and into Colony NorthStar, with Colony NorthStar surviving as the publicly traded parent company for the combined company.

                Common stockholders of NSAM will receive one share of Colony NorthStar class A common stock for each share of NSAM common stock they own. Subject to adjustment only under certain limited circumstances as set forth in the merger agreement, common stockholders of Colony (both class A and class B) will receive 1.4663 shares of Colony NorthStar class A or class B common stock, respectively, for each share of Colony common stock they own, and common stockholders of NRF will receive 1.0996 shares of Colony NorthStar class A common stock for each share of NRF common stock they own. No fractional shares will be issued in connection with the Mergers and the applicable stockholders will receive cash in lieu of any fractional shares. Holders of each series of preferred stock of Colony and NRF will receive one share of a series of preferred stock of Colony NorthStar with substantially the same terms for each share of Colony or NRF preferred stock they own.


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                In addition, prior to the closing of the Mergers, NSAM expects its board of directors to declare a special cash dividend in an aggregate amount of $128 million to common stockholders of NSAM as of a record date prior to the effective time of the Redomestication merger, which we refer to as the NSAM special dividend. Neither the NSAM special dividend nor the Redomestication merger with Colony NorthStar is conditioned on the other.

                The receipt of shares of Colony NorthStar stock as merger consideration is generally expected to be tax-free to the common stockholders of NSAM, Colony and NRF, except with respect to any cash received for fractional shares. Shares of Colony NorthStar class A common stock and each series of Colony NorthStar preferred stock are expected to be listed on the New York Stock Exchange. Colony NorthStar's class A common stock is expected to be listed on the New York Stock Exchange under the trading symbol "CLNS." Although the number of shares of Colony NorthStar common stock that Colony common stockholders and NRF common stockholders will receive in connection with the Mergers is generally fixed and may be adjusted only under certain limited circumstances as set forth in the merger agreement, the market value of the Colony and NRF merger consideration will fluctuate with the market price of NSAM common stock. We urge you to obtain current market quotations for NSAM common stock (trading symbol "NSAM"), Colony class A common stock (trading symbol "CLNY") and NRF common stock (trading symbol "NRF").

                Upon the closing of the Mergers, the board of directors of Colony NorthStar will consist of 13 members, of whom six will be designated by NSAM and NRF, six will be designated by Colony and one will be designated jointly by the current NSAM, Colony and NRF boards of directors, or one or more committees thereof. The majority of the board will be comprised of independent directors. Upon the closing of the Mergers, Thomas J. Barrack, Jr. is expected to be Executive Chairman, David T. Hamamoto is expected to be Executive Vice Chairman, Richard B. Saltzman is expected to be Chief Executive Officer, Darren J. Tangen is expected to be Chief Financial Officer and Mark M. Hedstrom is expected to be Chief Operating Officer of Colony NorthStar.

                NSAM, Colony and NRF will each hold a special meeting of stockholders in connection with the Mergers. NSAM, Colony and NRF common stockholders will each be asked to vote to adopt the merger agreement and/or approve the Mergers, which we refer to as the merger proposals, as well as approve other related matters, as described in the attached joint proxy statement/prospectus. Adoption of the applicable merger proposals described in the joint proxy statement/prospectus requires the affirmative vote of the holders of a majority of the outstanding shares of each of NSAM common stock and NRF common stock, and, in the case of Colony, a majority of the votes entitled to be cast by Colony common stockholders at the special meeting. Common stockholders of NSAM will be asked to approve certain provisions of the Colony NorthStar charter that will be implemented in connection with the Redomestication merger, which we refer to as the NSAM charter proposals. In addition, common stockholders of NSAM, Colony and NRF will be asked to approve, by a non-binding advisory vote, as applicable, the compensation that may become payable to the NSAM, Colony or NRF named executive officers in connection with the Mergers, which we refer to as the compensation proposals. Common stockholders of NSAM, Colony and NRF will also be asked to approve one or more adjournments of their company's special meeting, if necessary or appropriate, as determined by each of NSAM, Colony and NRF, respectively, including adjournments to permit further solicitation of proxies in favor of the merger proposals and other proposals to be presented to stockholders, which we refer to as the adjournment proposals.

                Holders of NSAM performance common stock, holders of Colony preferred stock and holders of NRF preferred stock are not entitled to, and are not requested to, vote at the NSAM special meeting, Colony special meeting or NRF special meeting, as applicable. As discussed in the attached joint proxy statement/prospectus, NSAM stockholders, Colony stockholders and NRF stockholders are not entitled to appraisal rights in connection with the Mergers.


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                The special meeting of NSAM common stockholders will be held on [—] at [—], at [—] (Eastern Time). The special meeting of Colony stockholders will be held on [—] at [—], at [—] (Eastern Time). The special meeting of NRF stockholders will be held on [—] at [—], at [—] (Eastern Time).

                The board of directors of NSAM, following the unanimous recommendation of a special committee of the board of directors of NSAM, recommends that NSAM common stockholders vote "FOR" the NSAM merger proposal, "FOR" the NSAM charter proposals, "FOR" the NSAM compensation proposal and "FOR" the NSAM adjournment proposal.

                The board of directors of Colony unanimously recommends that Colony common stockholders vote "FOR" the Colony merger proposal, "FOR" the Colony compensation proposal and "FOR" the Colony adjournment proposal.

                The board of directors of NRF, following the unanimous recommendation of a special committee of the board of directors of NRF, recommends that NRF common stockholders vote "FOR" the NRF merger proposal, "FOR" the NRF compensation proposal and "FOR" the NRF adjournment proposal.

                The attached joint proxy statement/prospectus describes the special meetings of each NSAM, Colony and NRF, the merger agreement and transactions contemplated thereby, the documents related to the Mergers and other related matters. Please read carefully the entire joint proxy statement/prospectus, including "Risk Factors" beginning on page [—] of this joint proxy statement/prospectus, for a discussion of the risks relating to the Mergers. You also can obtain information about NSAM, Colony and NRF from documents that each has filed with the Securities and Exchange Commission.

                We enthusiastically support this combination of our companies and join with our boards in recommending you vote "FOR" the approval of the proposals in this joint proxy statement/prospectus.

                Sincerely,

GRAPHIC   GRAPHIC   GRAPHIC
David T. Hamamoto
Executive Chairman
NorthStar Asset Management
Group Inc.
  Thomas J. Barrack, Jr.
Executive Chairman
Colony Capital, Inc.
 
  Jonathan A. Langer
Chief Executive Officer and President
NorthStar Realty Finance Corp.
 

                Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Mergers or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

                The date of this joint proxy statement/prospectus is [—], 2016, and it is first being mailed or otherwise delivered to the stockholders of NSAM, Colony and NRF on or about [—], 2016.


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LOGO


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on [—], 2016

To the Stockholders of NorthStar Asset Management Group Inc.:

                NorthStar Asset Management Group Inc., a Delaware corporation, which we refer to as NSAM, will hold a special meeting of NSAM common stockholders, at [—] (Eastern Time), on [—], at [—], which we refer to as the NSAM special meeting, to consider and vote on the following matters:

1.
a proposal to approve the merger of NSAM with and into Colony NorthStar, Inc., which we refer to as Colony NorthStar, with Colony NorthStar surviving the merger, which we refer to as the Redomestication merger, and to adopt the Agreement and Plans of Merger, dated as of June 2, 2016, among NSAM, NorthStar Realty Finance Corp., which we refer to as NRF, Colony Capital, Inc., which we refer to as Colony, Colony NorthStar, New Sirius Inc., NorthStar Realty Finance Limited Partnership, Sirius Merger Sub-T, LLC and New Sirius Merger Sub, LLC, as amended from time to time, which we refer to as the merger agreement, pursuant to which NSAM, Colony and NRF through a series of transactions will merge with and into Colony NorthStar as more fully described in this joint proxy statement/prospectus (we refer to the foregoing mergers as the Mergers and the foregoing proposal as the NSAM merger proposal);

2.
a proposal to approve a provision in the charter of Colony NorthStar to be adopted in connection with the Mergers, which we refer to as the Colony NorthStar charter, authorizing the board of directors of Colony NorthStar, which we refer to as the Colony NorthStar board, without stockholder approval, to amend the Colony NorthStar charter to increase or decrease the aggregate number of shares of Colony NorthStar stock or the number of shares of any class or series of shares of Colony NorthStar stock that Colony NorthStar is authorized to issue;

3.
a proposal to approve a provision in the Colony NorthStar charter containing certain Colony NorthStar stock ownership and transfer restrictions, including a prohibition on any person actually or constructively owning more than 9.8% in value of the aggregate of the outstanding shares of Colony NorthStar's capital stock, or 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Colony NorthStar class A common stock, class B common stock and performance common stock, unless the Colony NorthStar board exempts the person from such ownership limitations;

4.
a proposal to approve a provision in the Colony NorthStar charter providing that, subject to the rights of holders of Colony NorthStar preferred stock, a director may be removed only for cause, and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors;

5.
a proposal to approve a provision in the Colony NorthStar charter providing that stockholders will not be entitled to any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the Maryland General Corporation Law, which we refer to as the MGCL, unless the Colony NorthStar board shall determine such rights apply with regard to a specific transaction;

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6.
a proposal to approve a provision in the Colony NorthStar charter providing that, at such time as Colony NorthStar is able to make an election under Title 3, Subtitle 8 of the MGCL, Colony NorthStar elects to be subject to a provision of Maryland law requiring that vacancies on the Colony NorthStar board may be filled only by the remaining directors and that any directors elected by the Colony NorthStar board to fill a vacancy will serve for the remainder of the full term of the class of directors in which the vacancy occurred (we refer to the proposals numbered 2, 3, 4, 5 and 6 as the NSAM charter proposals);

7.
a proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the NSAM named executive officers in connection with the Mergers, which we refer to as the NSAM compensation proposal; and

8.
a proposal to adjourn the NSAM special meeting, if necessary or appropriate, as determined by NSAM, to solicit additional proxies in favor of the NSAM merger proposal, the NSAM charter proposals and the NSAM compensation proposal, which we refer to as the NSAM adjournment proposal.

                We have fixed the close of business on [—] as the record date for the NSAM special meeting. Only NSAM common stockholders of record at that time are entitled to notice of, and to vote at, the NSAM special meeting or any adjournment or postponement of the NSAM special meeting. As described in this joint proxy statement/prospectus, we cannot complete the Mergers described above unless holders of a majority of the outstanding shares of NSAM common stock who are entitled to vote at the NSAM special meeting vote to approve the NSAM merger proposal and each of the NSAM charter proposals.

                Your proxy is being solicited by the board of directors of NSAM, which we refer to as the NSAM board. The NSAM board, following the unanimous recommendation of a special committee of the NSAM board, comprised entirely of independent directors who are not also directors of NRF, which we refer to as the NSAM special committee, has: (i) determined that each of the merger agreement, the transactions contemplated by the merger agreement, including the Mergers, the Colony NorthStar charter and the other related matters and agreements described in this joint proxy statement/prospectus are advisable, fair to and in the best interests of NSAM and its stockholders; and (ii) approved, adopted and declared advisable the Redomestication merger, the merger agreement, the Colony NorthStar charter and other related matters as described in this joint proxy statement/prospectus, as well as the other agreements related to the foregoing. Accordingly, the NSAM board, following the unanimous recommendation of the NSAM special committee, recommends that you vote "FOR" the NSAM merger proposal, "FOR" each of the NSAM charter proposals, "FOR" the NSAM compensation proposal and "FOR" the NSAM adjournment proposal.

                Your vote is very important. Regardless of whether you plan to attend the NSAM special meeting, please vote as soon as possible. If you hold stock in your name as a stockholder of record of NSAM, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. If you hold your stock in "street name" through a broker or other nominee, please follow the instructions on the voting instruction card furnished by such firm.

                The enclosed joint proxy statement/prospectus provides a detailed description of the NSAM special meeting, the Mergers, the documents related to the Mergers and other related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.


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                If you have any questions regarding the accompanying joint proxy statement/prospectus, you may contact MacKenzie Partners, Inc., NSAM's proxy solicitor, by calling toll-free (800) 322-2885.

    BY ORDER OF THE BOARD OF DIRECTORS,

 

 


GRAPHIC
    David T. Hamamoto
Executive Chairman
NorthStar Asset Management Group Inc.

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LOGO


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on [—], 2016

To the Stockholders of Colony Capital, Inc.:

                Colony Capital, Inc., a Maryland corporation, which we refer to as Colony, will hold a special meeting of Colony common stockholders, at [—] (Eastern Time), on [—], at [—], which we refer to as the Colony special meeting, to consider and vote on the following matters:

1.
a proposal to approve the merger of Colony with and into Colony NorthStar, Inc., which we refer to as Colony NorthStar, with Colony NorthStar surviving the merger, which we refer to as the Colony merger, and the transactions, to the extent applicable to Colony, contemplated by the Agreement and Plans of Merger, dated as of June 2, 2016, among NorthStar Asset Management Group Inc., which we refer to as NSAM, NorthStar Realty Finance Corp., which we refer to as NRF, Colony, Colony NorthStar, New Sirius Inc., NorthStar Realty Finance Limited Partnership, Sirius Merger Sub-T, LLC, and New Sirius Merger Sub, LLC, as amended from time to time, which we refer to as the merger agreement, pursuant to which NSAM, Colony and NRF through a series of transactions will merge with and into Colony NorthStar as more fully described in this joint proxy statement/prospectus (we refer to the foregoing mergers as the Mergers and the foregoing proposal as the Colony merger proposal);

2.
a proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the Colony named executive officers in connection with the Colony merger, which we refer to as the Colony compensation proposal; and

3.
a proposal to adjourn the Colony special meeting, if necessary or appropriate, as determined by Colony, to solicit additional proxies in favor of the Colony merger proposal and the Colony compensation proposal, which we refer to as the Colony adjournment proposal.

                We have fixed the close of business on [—] as the record date for the Colony special meeting. Only Colony common stockholders of record at that time will be entitled to notice of and to vote at the Colony special meeting or any adjournments or postponements of the Colony special meeting. As described in this joint proxy statement/prospectus, we cannot complete the Colony merger described above unless holders of a majority of the votes entitled to be cast by holders of Colony common stock at the Colony special meeting vote as a single class to approve the Colony merger proposal.

                Your proxy is being solicited by the board of directors of Colony, which we refer to as the Colony board. The Colony board has unanimously: (i) determined that the Colony merger and the transactions contemplated by the merger agreement to the extent applicable to Colony are advisable and in the best interests of Colony and recommended for approval by its stockholders; and (ii) approved Colony's entry into the merger agreement, the transactions contemplated by the merger agreement and other related agreements as described in this joint proxy statement/prospectus. Accordingly, the Colony board recommends that you vote "FOR" the Colony merger proposal, "FOR" the Colony compensation proposal and "FOR" the Colony adjournment proposal.

                Your vote is very important. Regardless of whether you plan to attend the Colony special meeting, please vote as soon as possible. If you hold stock in your name as a stockholder of record of Colony, please complete, sign, date and return the accompanying proxy card in the enclosed


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postage-paid return envelope. If you hold your stock in "street name" through a broker or other nominee, please follow the instructions on the voting instruction card furnished by such firm.

                The enclosed joint proxy statement/prospectus provides a detailed description of the Colony special meeting, the Colony merger, the documents related to the Colony merger and other related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

                If you have any questions regarding the accompanying joint proxy statement/prospectus, you may contact D.F. King & Co., Inc., Colony's proxy solicitor, by calling toll-free (866) 751-6311.

    BY ORDER OF THE BOARD OF DIRECTORS,

 

 


GRAPHIC
    Ronald M. Sanders
Chief Legal Officer and Secretary
Colony Capital, Inc.

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GRAPHIC


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on [—], 2016

To the Stockholders of NorthStar Realty Finance Corp.:

                NorthStar Realty Finance Corp., a Maryland corporation, which we refer to as NRF, will hold a special meeting of NRF common stockholders, at [—] (Eastern Time), on [—], at [—], which we refer to as the NRF special meeting, to consider and vote on the following matters:

1.
a proposal to approve the merger of New Sirius Merger Sub, LLC, which we refer to as New Parent Merger Sub, with and into NRF, with NRF surviving the merger, which we refer to as the New NRF Holdco merger, which will result in NRF becoming a wholly owned subsidiary of NRF's wholly owned subsidiary, New Sirius Inc., which we refer to as New NRF Parent, and related transactions contemplated by the Agreement and Plans of Merger, dated as of June 2, 2016, among NRF, NorthStar Asset Management Group Inc., which we refer to as NSAM, Colony Capital, Inc., which we refer to as Colony, Colony NorthStar, Inc., which we refer to as Colony NorthStar, New NRF Parent, NorthStar Realty Finance Limited Partnership, Sirius Merger Sub-T, LLC and New Parent Merger Sub, as amended from time to time, which we refer to as the merger agreement, pursuant to which NSAM, Colony and NRF through a series of transactions will merge with and into Colony NorthStar as more fully described in this joint proxy statement/prospectus (we refer to the foregoing mergers as the Mergers and the foregoing proposal as the NRF merger proposal);

2.
a proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the NRF named executive officers in connection with the Mergers, which we refer to as the NRF compensation proposal; and

3.
a proposal to adjourn the NRF special meeting, if necessary or appropriate, as determined by NRF, to solicit additional proxies in favor of the NRF merger proposal and the NRF compensation proposal, which we refer to as the NRF adjournment proposal.

                We have fixed the close of business on [—] as the record date for the NRF special meeting. Only NRF common stockholders of record at that time are entitled to notice of, and to vote at, the NRF special meeting, or any adjournment or postponement of the NRF special meeting. As described in this joint proxy statement/prospectus, we cannot complete the Mergers described above unless holders of a majority of NRF common stock who are entitled to vote at the NRF special meeting vote to approve the NRF merger proposal.

                Your proxy is being solicited by the board of directors of NRF, which we refer to as the NRF board. The NRF board, following the unanimous recommendation of a special committee of the NRF board, comprised entirely of independent directors who are not also directors of NSAM, which we refer to as the NRF special committee, has: (i) determined that each of the merger agreement, the Mergers and related transactions contemplated by the merger agreement are advisable and in the best interests of NRF; (ii) approved, subject to any stockholder approval required by law, NRF's entry into the merger agreement, the transactions contemplated by the merger agreement and other related agreements as described in this joint proxy statement/prospectus and authorized NRF to execute and deliver the merger agreement and the other related agreements described in this joint proxy statement/prospectus; and (iii) directed that the New NRF Holdco merger and related transactions contemplated


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by the merger agreement be submitted for consideration at a meeting of the NRF common stockholders, with the recommendation that holders of NRF common stock vote to approve the same. Accordingly, the NRF board, following the unanimous recommendation of the NRF special committee, recommends that you vote "FOR" the NRF merger proposal, "FOR" the NRF compensation proposal and "FOR" the NRF adjournment proposal.

                Your vote is very important. Regardless of whether you plan to attend the NRF special meeting, please vote as soon as possible. If you hold stock in your name as a stockholder of record of NRF, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. If you hold your stock in "street name" through a broker or other nominee, please follow the instructions on the voting instruction card furnished by such firm.

                The enclosed joint proxy statement/prospectus provides a detailed description of the NRF special meeting, the Mergers, the documents related to the Mergers and other related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

If you have any questions regarding the accompanying joint proxy statement/prospectus, you may contact MacKenzie Partners, Inc., NRF's proxy solicitor, by calling toll-free (800) 322-2885.

  BY ORDER OF THE BOARD OF DIRECTORS,

 

 


GRAPHIC

  Jonathan A. Langer
Chief Executive Officer and President
NorthStar Realty Finance Corp.

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ADDITIONAL INFORMATION

                This joint proxy statement/prospectus incorporates by reference important business and financial information about NSAM, Colony and NRF from documents filed with the Securities and Exchange Commission, which we refer to as the SEC, that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by NSAM, Colony or NRF at no cost from the SEC's website at http://www.sec.gov or at the SEC's public reference room located at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for additional information on the Public Reference Room. You may also request copies of these documents, including documents incorporated by reference in this joint proxy statement/prospectus, at no cost by contacting the appropriate company at the following addresses, telephone numbers or websites:

  NSAM
399 Park Avenue, 18th Floor
New York, New York 10022
Attention: General Counsel
Telephone: (212) 547-2600
www.nsamgroup.com
  COLONY
515 S. Flower Street, 44th Floor
Los Angeles, California 90071
Attention: Investor Relations
Telephone: (310) 282-8820
www.colonyinc.com
  NRF
399 Park Avenue, 18th Floor
New York, New York 10022
Attention: Secretary
Telephone: (212) 547-2600
www.nrfc.com

                NSAM and NRF common stockholders can also contact MacKenzie Partners, Inc., NSAM's and NRF's proxy solicitor and Colony common stockholders can also contact D.F. King & Co., Inc., Colony's proxy solicitor, at the following addresses and telephone numbers:

NSAM
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500
(800) 322-2885
(NSAM common stockholders only)
  COLONY
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
(212) 269-5550
(866) 751-6311
(Colony common stockholders only)
  NRF
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500
(800) 322-2885
(NRF common stockholders only)

                You will not be charged for any of the documents that you request.

                To obtain timely delivery of these documents, you must request them no later than five business days before the date of your company's special meeting. This means that if you wish to request documents, you must do so by [—], 2016, in order to receive them before your company's special meeting.

                Investors may also consult NSAM's, Colony's or NRF's website for additional information about NSAM, Colony or NRF, respectively. NSAM's website is http://www.nsamgroup.com, Colony's website is http://www.colonyinc.com and NRF's website is http://www.nrfc.com. Information included on these websites is not incorporated by reference into, and does not form a part of, this joint proxy statement/prospectus.

                Refer to the section entitled "Where You Can Find More Information; Incorporation by Reference" beginning on page [—] of this joint proxy statement/prospectus for more details.

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

                This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed by Colony NorthStar with the SEC, constitutes a prospectus of Colony NorthStar for purposes of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of Colony NorthStar class A common stock and Colony NorthStar preferred stock to be issued to NSAM stockholders, Colony stockholders and NRF stockholders in connection with the Mergers. This joint proxy statement/prospectus also constitutes a proxy statement for each of NSAM, Colony and NRF for solicitation of proxies in connection with its special meeting for purposes of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. In addition, it constitutes a notice of meeting with respect to each of the NSAM special meeting, the Colony special meeting and the NRF special meeting.

                You should rely only on the information contained or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [—], 2016. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any other date. You should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this joint proxy statement/prospectus to NSAM stockholders, Colony stockholders or NRF stockholders nor the issuance of shares of Colony NorthStar common stock and preferred stock, as applicable, to NSAM stockholders, Colony stockholders or NRF stockholders pursuant to the merger agreement will create any implication to the contrary.

                This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities or the solicitation of a proxy in any jurisdiction in which, or from any person with respect to whom, it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding NSAM has been provided by NSAM, information contained in this joint proxy statement/prospectus regarding Colony has been provided by Colony and information contained in this joint proxy statement/prospectus regarding NRF has been provided by NRF.

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SELECTED DEFINITIONS

                Unless otherwise indicated or as the context otherwise requires, a reference in this joint proxy statement/prospectus to:

"Colony" refers to Colony Capital, Inc.;

"Colony class A common stock" refers to class A common stock of Colony;

"Colony class B common stock" refers to class B common stock of Colony;

"Colony common stock" refers to, collectively, shares of Colony class A common stock and class B common stock;

"Colony equity awards" refers to equity awards granted under the Colony stock plans that are denominated in Colony common stock;

"Colony LTIP units" refers to membership units in Colony Capital Operating Company, LLC designated as LTIP units;

"Colony merger" refers to the merger of Colony with and into Colony NorthStar with Colony NorthStar surviving the merger;

"Colony NorthStar" refers to Colony NorthStar, Inc., formerly known as New Polaris Inc., a Maryland corporation;

"Colony NorthStar bylaws" refers to the Amended and Restated Bylaws of Colony NorthStar, Inc., a form of which is attached as Annex C to this joint proxy statement/prospectus;

"Colony NorthStar charter" refers to the Articles of Amendment and Restatement of Colony NorthStar, Inc., a form of which is attached as Annex B to this joint proxy statement/prospectus;

"Colony NorthStar class A common stock" refers to class A common stock of Colony NorthStar;

"Colony NorthStar class B common stock" refers to class B common stock of Colony NorthStar;

"Colony NorthStar common stock" refers to, collectively, Colony NorthStar class A common stock and class B common stock;

"Colony NorthStar equity awards" refers to equity awards denominated in Colony NorthStar common stock;

"Colony NorthStar preferred stock" refers to, collectively, Colony NorthStar series A, B, C, D, E, F, G and H preferred stock;

"Colony NorthStar series A preferred stock" refers to the 8.75% series A cumulative redeemable perpetual preferred stock of Colony NorthStar;

"Colony NorthStar series B preferred stock" refers to the 8.25% series B cumulative redeemable perpetual preferred stock of Colony NorthStar;

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"Colony NorthStar series C preferred stock" refers to the 8.875% series C cumulative redeemable perpetual preferred stock of Colony NorthStar;

"Colony NorthStar series D preferred stock" refers to the 8.500% series D cumulative redeemable perpetual preferred stock of Colony NorthStar;

"Colony NorthStar series E preferred stock" refers to the 8.75% series E cumulative redeemable perpetual preferred stock of Colony NorthStar;

"Colony NorthStar series F preferred stock" refers to the 8.50% series F cumulative redeemable perpetual preferred stock of Colony NorthStar;

"Colony NorthStar series G preferred stock" refers to the 7.50% series G cumulative redeemable perpetual preferred stock of Colony NorthStar;

"Colony NorthStar series H preferred stock" refers to the 7.125% series H cumulative redeemable perpetual preferred stock of Colony NorthStar;

"Colony OP" refers to Colony Capital Operating Company, LLC;

"Colony OP units" refers to membership units in Colony OP;

"Colony preferred stock" refers to, collectively, Colony series A preferred stock, Colony series B preferred stock and Colony series C preferred stock;

"Colony series A preferred stock" refers to the 8.50% series A cumulative redeemable perpetual preferred stock of Colony;

"Colony series B preferred stock" refers to the 7.50% series B cumulative redeemable perpetual preferred stock of Colony;

"Colony series C preferred stock" refers to the 7.125% series C cumulative redeemable perpetual preferred stock of Colony;

"Colony stock plans" refers to the 2009 Non-Executive Director Stock Plan of Colony and/or the 2014 Equity Incentive Plan of Colony;

"Colony stockholder approval" refers to the receipt at the Colony special meeting of the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of Colony common stock, voting together as a single class, to approve the Colony merger proposal;

"Companies" refer to NSAM, Colony and NRF, collectively;

"Company" refers, as the context requires, to any of NSAM, Colony or NRF;

"LLC conversion" refers to the conversion of NRF into a limited liability company under the laws of the State of Maryland immediately following the New NRF Holdco merger;

"merger agreement" refers to the Agreement and Plans of Merger, dated as of June 2, 2016, among NSAM, Colony, NRF, Colony NorthStar, New NRF Parent, NRF LP, NRF OP Merger Sub and New Parent Merger Sub, as amended from time to time;

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"Mergers" refers to, collectively, the Redomestication merger, the NRF LP merger, the NRF LP upstream merger, the New NRF Holdco merger, the NRF merger and the Colony merger;

"New NRF Holdco merger" refers to the merger of New Parent Merger Sub with and into NRF with NRF surviving the merger;

"New NRF Parent" refers to New Sirius Inc.;

"New NRF Parent preferred stock" refers to, collectively, New NRF Parent series A, B, C, D and E preferred stock;

"New NRF Parent series A preferred stock" refers to the 8.75% series A cumulative redeemable preferred stock of New NRF Parent;

"New NRF Parent series B preferred stock" refers to the 8.25% series B cumulative redeemable preferred stock of New NRF Parent;

"New NRF Parent series C preferred stock" refers to the 8.875% series C cumulative redeemable preferred stock of New NRF Parent;

"New NRF Parent series D preferred stock" refers to the 8.500% series D cumulative redeemable preferred stock of New NRF Parent;

"New NRF Parent series E preferred stock" refers to the 8.75% series E cumulative redeemable preferred stock of New NRF Parent;

"New Parent Merger Sub" refers to Sirius Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of New NRF Parent;

"NRE" refers to NorthStar Realty Europe Corp.;

"NRF" refers to NorthStar Realty Finance Corp.;

"NRF common stock" refers to common stock of NRF;

"NRF equity awards" refers to equity awards granted under the NRF stock plan or otherwise granted by NRF that are denominated in NRF common stock;

"NRF LP" refers to NorthStar Realty Finance Limited Partnership, a Delaware limited partnership;

"NRF LP merger" refers to the merger of NRF OP Merger Sub with and into NRF LP with NRF LP surviving the merger;

"NRF LP upstream merger" refers to the merger of NRF LP with and into NRF with NRF surviving the merger;

"NRF LTIP units" refers to partnership units in NRF LP designated as LTIP units;

"NRF management agreement" refers to the Amended and Restated Asset Management Agreement, dated as of October 31, 2015, by and between NRF and NSAM J-NRF Ltd;

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"NRF merger" refers to the merger of New NRF Parent with and into Colony NorthStar with Colony NorthStar surviving the merger;

"NRF OP Merger Sub" refers to Sirius Merger Sub-T, LLC, a Delaware limited liability company and a wholly owned subsidiary of NRF;

"NRF preferred stock" refers to, collectively, NRF series A, B, C, D and E preferred stock;

"NRF series A preferred stock" refers to the 8.75% series A cumulative redeemable preferred stock of NRF;

"NRF series B preferred stock" refers to the 8.25% series B cumulative redeemable preferred stock of NRF;

"NRF series C preferred stock" refers to the 8.875% series C cumulative redeemable preferred stock of NRF;

"NRF series D preferred stock" refers to the 8.500% series D cumulative redeemable preferred stock of NRF;

"NRF series E preferred stock" refers to the 8.75% series E cumulative redeemable preferred stock of NRF;

"NRF stock plan" refers to the NRF Third Amended and Restated 2004 Omnibus Stock Incentive Plan;

"NRF stockholder approval" refers to the receipt at the NRF special meeting of the affirmative vote of the holders of a majority of the outstanding shares of NRF common stock entitled to vote at the NRF special meeting to approve the NRF merger proposal;

"NSAM" refers to NorthStar Asset Management Group Inc.;

"NSAM common stock" refers to common stock of NSAM;

"NSAM equity awards" refers to equity awards granted under the NSAM stock plans or otherwise granted by NSAM that are denominated in NSAM common stock;

"NSAM Jersey" refers to NorthStar Asset Management Group Ltd, a Jersey limited company;

"NSAM LP" refers to NorthStar Asset Management LP;

"NSAM LTIP units" refers to partnership units in NSAM LP designated as LTIP units;

"NSAM's managed companies" refers to, collectively, the companies managed by NSAM that raise capital through the retail market and the future sponsored companies that raise money from retail investors, which we refer to, collectively, as NSAM's retail companies, NRF and NRE;

"NSAM/NRF side agreement" refers to the agreement by and among NSAM, NRF and NSAM J-NRF Ltd, dated as of June 2, 2016;

"NSAM performance common stock" refers to the performance common stock of NSAM;

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"NSAM stock plans" refers to the 2014 Omnibus Incentive Plan and any new equity plan adopted by NSAM prior to the closing of the Mergers, to the extent such new equity plan is permitted to be adopted pursuant to the merger agreement;

"NSAM stockholder approval" refers to the receipt at the NSAM special meeting of the affirmative vote of the holders of a majority of the outstanding shares of NSAM common stock entitled to vote at the NSAM special meeting to approve the NSAM merger proposal and each of the NSAM charter proposals; and

"Redomestication merger" refers to the merger of NSAM with and into Colony NorthStar pursuant to Section 253 of the DGCL and Section 3-101, et seq. of the MGCL with Colony NorthStar surviving the merger.

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Index

  Page

QUESTIONS AND ANSWERS

 
1

SUMMARY

 
23

Parties to the Merger Agreement

  23

The Mergers and Related Transactions

  25

Treatment of Equity Awards

  29

Post-Closing Ownership

  31

Post-Closing Share Repurchase Program

  31

Amendment and Restatement of the Colony NorthStar Charter and Bylaws and the REIT Conversion

  31

Financing Related to the Mergers

  32

The Integration Transactions

  32

Governance of Colony NorthStar Following the Mergers

  32

The NSAM Special Meeting

  33

Recommendation of the NSAM Special Committee and the NSAM Board

  34

The Colony Special Meeting

  34

Recommendation of the Colony Board

  35

The NRF Special Meeting

  36

Recommendation of the NRF Special Committee and the NRF Board

  36

Opinion of the NSAM Special Committee's Financial Advisor

  37

Opinion of NSAM's Financial Advisor

  37

Opinion of Colony's Financial Advisor

  38

Opinion of the NRF Special Committee's Financial Advisor

  38

Stock Ownership and Voting of Directors and Executive Officers of NSAM

  39

Stock Ownership and Voting of Directors and Executive Officers of Colony

  39

Stock Ownership and Voting of Directors and Executive Officers of NRF

  40

Interests of NSAM's Directors and Executive Officers in the Mergers

  40

Interests of Colony's Directors and Executive Officers in the Mergers

  41

Interests of NRF's Directors and Executive Officers in the Mergers

  42

Listing of Shares of Colony NorthStar

  42

No Stockholder Appraisal Rights in the Mergers

  42

Conditions to Completion of the Mergers

  42

Regulatory Approvals in Connection with the Mergers

  45

No Solicitation or Negotiation of Acquisition Proposals

  46

No Change in Recommendation or Alternative Acquisition

  47

Termination

  47

Termination Fees and Transaction Expenses

  49

Specific Performance

  50

U.S. Federal Income Tax Consequences

  50

Accounting Treatment of the Mergers

  50

Comparison of Rights of Stockholders of NSAM, Colony and NRF with the Rights of Stockholders of Colony NorthStar

  51

SELECTED HISTORICAL FINANCIAL INFORMATION OF NSAM

 
52

SELECTED HISTORICAL FINANCIAL INFORMATION OF COLONY

 
53

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SELECTED HISTORICAL FINANCIAL INFORMATION OF NRF

  54

SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

 
55

UNAUDITED COMPARATIVE PER SHARE DATA

 
56

COMPARATIVE NSAM, COLONY AND NRF MARKET PRICE AND DIVIDEND INFORMATION

 
57

NSAM's Market Price Data and Dividend Data

  57

Colony's Market Price Data and Dividend Data

  57

NRF's Market Price Data and Dividend Data

  58

Recent Closing Prices

  58

RISK FACTORS

 
59

Risks Relating to the Mergers

  59

Risks Relating to an Investment in Colony NorthStar Following the Mergers

  65

Tax Risks Relating to the Mergers

  73

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 
75

PARTIES TO THE MERGER AGREEMENT

 
77

NSAM Entities

  77

Colony Entities

  78

NRF Entities

  78

THE NSAM SPECIAL MEETING

 
81

Date, Time, Place and Purpose of the NSAM Special Meeting

  81

Recommendation of the NSAM Board

  81

Record Date; Who Can Vote at the NSAM Special Meeting

  81

Stockholders of Record and Beneficial Owners

  82

Quorum

  82

Attendance

  82

Vote Required for Approval; Effect of Failure to Vote, Broker Non-Votes and Abstention

  83

How to Vote Your Shares

  83

Revocation of Proxies or Voting Instructions

  84

Adjournment

  85

Tabulation of the Votes

  85

Solicitation of Proxies

  85

PROPOSALS SUBMITTED TO NSAM COMMON STOCKHOLDERS

 
86

Proposal 1 — The NSAM Merger Proposal

  86

Proposals 2, 3, 4, 5 and 6 — The NSAM Charter Proposals

  86

Proposal 7 — The NSAM Compensation Proposal

  87

Proposal 8 — The NSAM Adjournment Proposal

  88

THE COLONY SPECIAL MEETING

 
89

Date, Time, Place and Purpose of Colony's Special Meeting

  89

Recommendation of the Colony Board

  89

Record Date; Who Can Vote at Colony's Special Meeting

  89

Stockholders of Record and Beneficial Owners

  89

Quorum

  90

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Attendance

  90

Vote Required for Approval; Effect of Failure to Vote, Broker Non-Votes and Abstention

  90

How to Vote Your Shares

  91

Revocation of Proxies or Voting Instructions

  92

Adjournment

  92

Tabulation of the Votes

  92

Solicitation of Proxies

  92

PROPOSALS SUBMITTED TO COLONY COMMON STOCKHOLDERS

 
93

Proposal 1 — The Colony Merger Proposal

  93

Proposal 2 — The Colony Compensation Proposal

  93

Proposal 3 — The Colony Adjournment Proposal

  94

THE NRF SPECIAL MEETING

 
95

Date, Time, Place and Purpose of the NRF Special Meeting

  95

Recommendation of the NRF Board

  95

Record Date; Who Can Vote at the NRF Special Meeting

  95

Stockholders of Record and Beneficial Owners

  96

Quorum

  96

Attendance

  96

Vote Required for Approval; Effect of Failure to Vote, Broker Non-Votes and Abstention

  97

How to Vote Your Shares

  97

Revocation of Proxies or Voting Instructions

  98

Adjournment

  98

Tabulation of the Votes

  99

Solicitation of Proxies

  99

PROPOSALS SUBMITTED TO NRF COMMON STOCKHOLDERS

 
100

Proposal 1 — The NRF Merger Proposal

  100

Proposal 2 — The NRF Compensation Proposal

  100

Proposal 3 — The NRF Adjournment Proposal

  101

THE MERGERS

 
102

General

  102

Background of the Mergers

  102

Reasons for the Mergers and Recommendation of the NSAM Board

  128

Reasons for the Mergers and Recommendation of the Colony Board

  134

Reasons for the Mergers and Recommendation of the NRF Board

  140

Opinion of the NSAM Special Committee's Financial Advisor

  146

Opinion of NSAM's Financial Advisor

  159

Certain Unaudited Prospective Financial Information of NSAM

  168

Opinion of Colony's Financial Advisor

  171

Certain Unaudited Prospective Financial Information of Colony

  184

Opinion of the NRF Special Committee's Financial Advisor

  186

Certain Unaudited Prospective Financial Information of NRF

  198

Financing

  201

Interests of NSAM's Directors and Executive Officers in the Mergers

  204

Interests of Colony's Directors and Executive Officers in the Mergers

  210

Interests of NRF's Directors and Executive Officers in the Mergers

  213

Regulatory Approvals in Connection with the Mergers

  220

Accounting Treatment of the Mergers

  220

Listing of Colony NorthStar Stock

  221

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Deregistration and Delisting of NSAM, Colony and NRF Common Stock and Colony and NRF Preferred Stock

  221

Restrictions on Sales of Shares of Colony NorthStar Common Stock Received in the Mergers

  221

U.S. FEDERAL INCOME TAX CONSEQUENCES

 
222

U.S. Federal Income Tax Consequences of the Mergers

  222

U.S. Federal Income Taxation of Colony NorthStar and its Stockholders

  226

THE MERGER AGREEMENT

 
269

The Mergers and Related Transactions

  269

The Closing of the Mergers

  276

Exchange of Shares

  277

Representations and Warranties

  278

Conditions to Completion of the Mergers

  281

Covenants and Agreements

  286

Termination of the Merger Agreement

  294

Miscellaneous Provisions

  299

POST-CLOSING SHARE REPURCHASE PROGRAM AND PLANNED DELEVERAGE TRANSACTIONS

 
300

OTHER RELATED AGREEMENTS

 
300

The Voting Agreements

  300

The NSAM/NRF Side Agreement

  301

The Amendment to the Colony Contribution and Implementation Agreement

  301

The Tax Protection Agreement

  302

The Letter Agreement Re: Severance and Retention Programs

  302

COLONY NORTHSTAR UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
304

Unaudited Pro Forma Condensed Consolidated Balance Sheet

  305

Unaudited Pro Forma Consolidated Statement of Operations

  306

Unaudited Pro Forma Condensed Consolidated Statement of Operations

  307

Notes to the Colony NorthStar Unaudited Pro Forma Condensed Consolidated Financial Statements

  308

DESCRIPTION OF COLONY NORTHSTAR CAPITAL STOCK

 
329

General

  329

Voting Rights of Common Stock

  329

Dividends, Liquidation and Other Rights of Common Stock

  330

Power to Reclassify Unissued Shares of Colony NorthStar Capital Stock

  331

Power to Increase or Decrease Authorized Shares of Colony NorthStar Capital Stock and Issue Additional Shares of Colony NorthStar Capital Stock

  331

Conversion of Colony NorthStar Class B Common Stock

  331

Conversion of Colony NorthStar Performance Common Stock

  332

Preferred Stock

  332

Transfer Restrictions

  351

Transfer Agent and Registrar

  354

Listing

  354

CERTAIN PROVISIONS OF MARYLAND LAW AND OF THE COLONY NORTHSTAR CHARTER AND THE COLONY NORTHSTAR BYLAWS

 
355

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The Colony NorthStar Board of Directors

  355

Removal of Directors

  355

Special Meetings of Stockholders

  355

Business Combinations

  356

Control Share Acquisitions

  357

Amendment to the Colony NorthStar Charter

  358

Dissolution

  358

Subtitle 8

  358

Advance Notice of Director Nominations and New Business

  359

Anti-Takeover Effect of Certain Provisions of Maryland Law and of the Colony NorthStar Charter and Bylaws

  359

Indemnification for Liabilities of Colony NorthStar's Directors, Officers and Controlling Persons

  359

Exclusive Forum

  361

COMPARISON OF RIGHTS OF STOCKHOLDERS OF NSAM, COLONY AND NRF WITH THE RIGHTS OF STOCKHOLDERS OF COLONY NORTHSTAR

 
362

Comparison of Rights of Colony NorthStar Stockholders and NSAM Stockholders

  362

Comparison of Rights of Colony NorthStar Stockholders and Colony Stockholders

  378

Comparison of Rights of Colony NorthStar Stockholders and NRF Stockholders

  380

CERTAIN BENEFICIAL OWNERSHIP OF NSAM COMMON STOCK

 
383

Ownership of Equity Securities of NSAM by Directors and Executive Officers

  383

Ownership of Equity Securities of NSAM by 5% Stockholders

  385

CERTAIN BENEFICIAL OWNERSHIP OF COLONY COMMON STOCK

 
386

Ownership of Equity Securities of Colony by Directors and Executive Officers

  386

Ownership of Equity Securities of Colony by 5% Stockholders

  388

CERTAIN BENEFICIAL OWNERSHIP OF NRF COMMON STOCK

 
390

Ownership of Equity Securities of NRF by Directors and Executive Officers

  390

Ownership of Equity Securities of NRF by 5% Stockholders

  392

NO APPRAISAL RIGHTS IN THE MERGERS

 
393

STOCKHOLDER PROPOSALS

 
394

NSAM

  394

Colony

  394

NRF

  395

VALIDITY OF SECURITIES

 
396

EXPERTS

 
396

NSAM

  396

Colony

  396

NRF

  396

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

 
397

ANNEX A – Agreement and Plans of Merger and Letter Agreement

 
A-1

ANNEX B – Form of Articles of Amendment and Restatement of Colony NorthStar,  Inc. 

 
B-1

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QUESTIONS AND ANSWERS

                The following are some questions that you may have regarding the proposals being considered at the NSAM special meeting, the Colony special meeting and the NRF special meeting and brief answers to those questions. We refer to NSAM, Colony and NRF collectively as the Companies, and each as a Company. The Companies urge you to read carefully this entire joint proxy statement/prospectus, including the Annexes and the other documents to which this joint proxy statement/prospectus refers or which it incorporates by reference because the information in this section may not provide all the information that is important to you.

Q:
What are the proposed transactions?

A:
NSAM, Colony and NRF have entered into the merger agreement pursuant to which:

    NSAM will merge with and into Colony NorthStar in order to redomesticate NSAM into a Maryland corporation, with Colony NorthStar surviving the merger.

    NRF will effect a series of internal reorganization transactions with its subsidiaries, including the merger of NorthStar Realty Finance Limited Partnership, which we refer to as NRF LP, NRF's principal operating subsidiary, with and into NRF, with NRF surviving the merger, which we refer to as the NRF LP merger, followed immediately by the merger of New Parent Merger Sub, a wholly owned subsidiary of New NRF Parent, with and into NRF, with NRF surviving the merger. The reorganization transactions will result in NRF becoming a wholly owned subsidiary of New NRF Parent.

    New NRF Parent will then immediately merge with and into Colony NorthStar, which we refer to as the NRF merger, with Colony NorthStar surviving the merger.

    Immediately thereafter, Colony will merge with and into Colony NorthStar, which we refer to as the Colony merger, with Colony NorthStar surviving the merger.

Q:
Why do the Companies want to engage in the Mergers?

A:
The Companies believe that the Mergers will create a combined company that is expected to have a larger, more diversified portfolio, broader-based access to multiple sources of capital, lower leverage, a larger balance sheet and improved liquidity. To review reasons for the Mergers in more detail, refer to the sections entitled "The Mergers—Reasons for the Mergers and Recommendation of the NSAM Board" beginning on page [—] of this joint proxy statement/prospectus; "—Reasons for the Mergers and Recommendation of the Colony Board" beginning on page [—] of this joint proxy statement/prospectus; and "—Reasons for the Mergers and Recommendation of the NRF Board" beginning on page [—] of this joint proxy statement/prospectus.

Q:
Why am I receiving this joint proxy statement/prospectus?

A:
The NSAM board, the Colony board and the NRF board are using this joint proxy statement/prospectus to solicit proxies from the common stockholders of each of NSAM, Colony and NRF in connection with the Mergers.


In order to complete the Mergers, the common stockholders of each Company must each approve the merger proposals. Stockholders are also being asked to approve certain related proposals, including each of the NSAM charter proposals (NSAM common stockholders only), the compensation proposals (on an advisory non-binding basis) and the adjournment

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    proposals. For additional information regarding the proposals to be presented to NSAM, Colony and NRF stockholders, refer to the sections entitled "Proposals Submitted to NSAM Common Stockholders" beginning on page [—] of this joint proxy statement/prospectus; "Proposals Submitted to Colony Common Stockholders" beginning on page [—] of this joint proxy statement/prospectus; and "Proposals Submitted to NRF Common Stockholders" beginning on page [—] of this joint proxy statement/prospectus.


NSAM, Colony and NRF will each hold separate special meetings of their respective common stockholders to consider and vote on these proposals. This joint proxy statement/prospectus contains important information about the Mergers and the special meetings of the common stockholders of each of NSAM, Colony and NRF, and you should read it carefully and in its entirety. The enclosed voting materials allow you to vote your shares of NSAM common stock, Colony common stock and/or NRF common stock, as applicable, without attending the applicable special meeting in person.


We encourage you to submit a proxy to vote your shares of the applicable Company's common stock as promptly as possible so that your shares may be represented and voted at the NSAM special meeting, the Colony special meeting and/or the NRF special meeting, as applicable.


This joint proxy statement/prospectus is also a prospectus with respect to the offering of shares of Colony NorthStar class A common stock and Colony NorthStar preferred stock to be issued in connection with the Mergers.

Q:
How does the NSAM board recommend that NSAM common stockholders vote?

A:
The NSAM board, following the unanimous recommendation of the NSAM special committee, has: (i) determined that each of the merger agreement, the transactions contemplated by the merger agreement, including the Mergers, the Colony NorthStar charter and the other related matters and agreements described in this joint proxy statement/prospectus are advisable, fair to and in the best interests of NSAM and its stockholders; and (ii) approved, adopted and declared advisable the Redomestication merger, the merger agreement, the Colony NorthStar charter and other related matters as described in this joint proxy statement/prospectus, as well as the other agreements related to the foregoing.


Accordingly, the NSAM board, following the unanimous recommendation of the NSAM special committee, recommends that you vote "FOR" the NSAM merger proposal, "FOR" each of the NSAM charter proposals, "FOR" the NSAM compensation proposal and "FOR" the NSAM adjournment proposal. For a more complete description of the recommendation of the NSAM board, refer to the section entitled "The Mergers—Reasons for the Mergers and Recommendation of the NSAM Board" beginning on page [—] of this joint proxy statement/prospectus.

Q:
How does the Colony board recommend that Colony common stockholders vote?

A:
The Colony board has unanimously: (i) determined that the Colony merger is advisable and in the best interests of Colony and recommended that its stockholders approve the Colony merger and the transactions contemplated by the merger agreement to the extent applicable to Colony; and (ii) approved Colony's entry into the merger agreement, the transactions contemplated by the merger agreement applicable to Colony and other related agreements as described in this joint proxy statement/prospectus.


Accordingly, the Colony board recommends that you vote "FOR" the Colony merger proposal, "FOR" the Colony compensation proposal and "FOR" the Colony adjournment proposal. For

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    a more complete description of the recommendation of the Colony board, refer to the section entitled "The Mergers—Reasons for the Mergers and Recommendation of the Colony Board" beginning on page [—] of this joint proxy statement/prospectus.

Q:
How does the NRF board recommend that NRF common stockholders vote?

A:
The NRF board, following the unanimous recommendation of the NRF special committee, has: (i) determined that each of the merger agreement, the Mergers and related transactions contemplated by the merger agreement are advisable and in the best interests of NRF; (ii) approved, subject to any stockholder approval required by law, NRF's entry into the merger agreement, the transactions contemplated by the merger agreement and other related agreements as described in this joint proxy statement/prospectus and authorized NRF to execute and deliver the merger agreement and the other related agreements described in this joint proxy statement/prospectus; and (iii) directed that the New NRF Holdco merger and related transactions contemplated by the merger agreement be submitted for consideration at a meeting of the NRF common stockholders, with the recommendation that holders of NRF common stock vote to approve the same.


Accordingly, the NRF board, following the unanimous recommendation of the NRF special committee, recommends that you vote "FOR" the NRF merger proposal, "FOR" the NRF compensation proposal and "FOR" the NRF adjournment proposal. For a more complete description of the recommendation of the NRF board, refer to "The Mergers—Reasons for the Mergers and Recommendation of the NRF Board" beginning on page [—] of this joint proxy statement/prospectus.

Q:
What will NSAM stockholders, Colony stockholders and NRF stockholders receive in the Mergers if they are completed?

A:
It is currently expected that, upon the closing of the Mergers, NSAM stockholders will own approximately 32.85%, Colony stockholders will own approximately 33.25% and NRF stockholders will own approximately 33.90% of Colony NorthStar, on a fully diluted basis, excluding the effect of certain equity-based awards issuable in connection with the Mergers.


If the Mergers are completed and assuming the exchange ratios are not adjusted pursuant to the terms of the merger agreement as described in this joint proxy statement/prospectus:

    each share of common stock of NSAM, which we refer to as NSAM common stock, will be converted into one share of class A common stock of Colony NorthStar, which we refer to as Colony NorthStar class A common stock (we refer to the foregoing exchange ratio as the NSAM exchange ratio);

    each share of performance common stock of NSAM, which we refer to as NSAM performance common stock, will be converted into one share of performance common stock of Colony NorthStar, which we refer to as Colony NorthStar performance common stock;

    each share of class A common stock of Colony, which we refer to as Colony class A common stock, will be converted into the right to receive 1.4663 shares of Colony NorthStar class A common stock (we refer to the foregoing exchange ratio as the Colony class A exchange ratio);

    each share of class B common stock of Colony, which we refer to as Colony class B common stock, will be converted into the right to receive 1.4663 shares of class B

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    common stock of Colony NorthStar, which we refer to as Colony NorthStar class B common stock (we refer to the foregoing exchange ratio as the Colony class B exchange ratio);

      (i) each share of Colony series A preferred stock will be converted into the right to receive one share of 8.50% series F cumulative redeemable perpetual preferred stock of Colony NorthStar, which we refer to as Colony NorthStar series F preferred stock; (ii) each share of Colony series B preferred stock will be converted into the right to receive one share of 7.50% series G cumulative redeemable perpetual preferred stock of Colony NorthStar, which we refer to as Colony NorthStar series G preferred stock; and (iii) each share of Colony series C preferred stock, which we refer to, together with Colony series A and series B preferred stock, as Colony preferred stock, will be converted into the right to receive one share of 7.125% series H cumulative redeemable perpetual preferred stock of Colony NorthStar, which we refer to as Colony NorthStar series H preferred stock. Colony NorthStar series F, G and H preferred stock will have substantially the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as the corresponding series of Colony preferred stock;

      each share of common stock of NRF, which we refer to as NRF common stock, will be converted into the right to receive 1.0996 shares of Colony NorthStar class A common stock, which we refer to as the NRF exchange ratio; and

      (i) each share of NRF series A preferred stock will be converted into the right to receive one share of 8.75% series A cumulative redeemable perpetual preferred stock of Colony NorthStar, which we refer to as Colony NorthStar series A preferred stock; (ii) each share of NRF series B preferred stock will be converted into the right to receive one share of 8.25% series B cumulative redeemable perpetual preferred stock of Colony NorthStar, which we refer to as Colony NorthStar series B preferred stock; (iii) each share of NRF series C preferred stock will be converted into the right to receive one share of 8.875% series C cumulative redeemable perpetual preferred stock of Colony NorthStar, which we refer to as Colony NorthStar series C preferred stock; (iv) each share of NRF series D preferred stock will be converted into the right to receive one share of 8.500% series D cumulative redeemable perpetual preferred stock of Colony NorthStar, which we refer to as Colony NorthStar series D preferred stock; and (v) each share of NRF series E preferred stock, which we refer to, together with NRF series A, B, C and D preferred stock, as NRF preferred stock, will be converted into the right to receive one share of 8.75% series E cumulative redeemable perpetual preferred stock of Colony NorthStar, which we refer to as Colony NorthStar series E preferred stock. Colony NorthStar series A, B, C, D and E preferred stock, which we refer to, together with Colony NorthStar series F, G, and H preferred stock, as Colony NorthStar preferred stock, will have substantially the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as the corresponding series of NRF preferred stock.

The exchange ratios described above generally are fixed, but the NSAM, Colony and NRF exchange ratios may be adjusted only under certain limited circumstances as set forth in the merger agreement, including if NSAM, Colony or NRF declares or pays dividends in excess of amounts specified in the merger agreement. NSAM, Colony and NRF stockholders also will receive cash in lieu of any fractional shares of Colony NorthStar common stock that would otherwise be issuable in connection with the Mergers.

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Q:
How do I calculate the value of the merger consideration?

A:
Because holders of NSAM common stock, Colony class A common stock and Colony class B common stock, which we refer to collectively as Colony common stock, and NRF common stock will receive, as applicable, Colony NorthStar class A common stock and Colony NorthStar class B common stock, which we refer to collectively as Colony NorthStar common stock, as consideration for the Mergers, the value of the consideration that NSAM, Colony and NRF stockholders receive will depend on the per share value of Colony NorthStar common stock following the Mergers. Prior to the Mergers, there has not been and will not be established public trading for Colony NorthStar common stock. The price of Colony NorthStar common stock following the Mergers will be unknown until the commencement of trading following completion of the Mergers. The exchange ratios described above will not fluctuate based on the trading prices of NSAM, Colony or NRF common stock. It is expected that Colony NorthStar class A common stock will be listed on the New York Stock Exchange, which we refer to as the NYSE.

Q:
What are the principal U.S. federal income tax consequences of the Mergers to U.S. holders of NSAM, Colony or NRF common stock?

A:
The parties intend for each of (i) the Redomestication merger and (ii) the New NRF Holdco merger together with the conversion of NRF into a limited liability company under the laws of the State of Maryland immediately following the New NRF Holdco merger, which we refer to as the LLC conversion, to qualify as a reorganization under Section 368(a)(1)(F) of the Code and for each of the NRF merger and the Colony merger to qualify as a reorganization under Section 368(a) of the Code. It is a condition to the closing of the Mergers that: (i) Skadden, Arps, Slate, Meagher & Flom LLP, which we refer to as Skadden, or other counsel reasonably acceptable to the parties, deliver to NSAM an opinion that the Redomestication merger will qualify as a reorganization under Section 368(a)(1)(F) of the Code; (ii) Vinson & Elkins L.L.P., which we refer to as Vinson & Elkins, or other counsel reasonably acceptable to the parties, deliver to NRF an opinion that the New NRF Holdco merger together with the LLC conversion will qualify as a reorganization under Section 368(a)(1)(F) of the Code; and (iii) each of NSAM, Colony and NRF receive from its counsel (Skadden, Hogan Lovells US LLP, which we refer to as Hogan Lovells, and Vinson & Elkins, respectively, or other counsel reasonably acceptable to the parties) an opinion that each of the NRF merger and the Colony merger will qualify as a reorganization under Section 368(a) of the Code. On the basis of the foregoing opinions, a U.S. Holder (as defined on page [—]) of NSAM, Colony or NRF common stock will generally not recognize any gain or loss for U.S. federal income tax purposes as a result of the Mergers, except with respect to cash received in lieu of fractional shares in connection with the Mergers.


In addition, the parties expect that the stockholders of NSAM, Colony and NRF will be subject to tax on any special dividends received prior to or in connection with the Mergers.


The particular consequences of the Mergers to each common and preferred stockholder depend on such holder's particular facts and circumstances. Stockholders are urged to consult their tax advisors to understand fully the consequences to them of the Mergers in their specific circumstances. A more detailed discussion of the U.S. federal income tax considerations relevant to the Mergers can be found in the section entitled "U.S. Federal Income Tax Consequences" beginning on page [—] of this joint proxy statement/prospectus.

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Q:
How will my rights as a stockholder of Colony NorthStar following the Mergers differ from my current rights as a stockholder of NSAM, Colony and/or NRF?

A:
Prior to the completion of the Redomestication merger, Colony NorthStar will file with the State Department of Assessments and Taxation of Maryland, the Articles of Amendment and Restatement of Colony NorthStar, Inc., a form of which is attached as Annex B to this joint proxy statement/prospectus, which we refer to as the Colony NorthStar charter. Concurrently with the acceptance for record by the State Department of Assessments and Taxation of Maryland of the Colony NorthStar charter, the Amended and Restated Bylaws of Colony NorthStar, Inc., a form of which is attached as Annex C to this joint proxy statement/prospectus, which we refer to as the Colony NorthStar bylaws, will become effective.


Following completion of the Mergers, the rights of stockholders of NSAM, Colony and NRF who become stockholders of Colony NorthStar in the Mergers will be governed by the laws of the State of Maryland and the Colony NorthStar charter and bylaws. Refer to the section entitled "Comparison of Rights of Stockholders of NSAM, Colony and NRF with the Rights of Stockholders of Colony NorthStar" beginning on page [—] of this joint proxy statement/prospectus for additional information.

Q:
When and where is the NSAM special meeting?

A:
The NSAM special meeting will be held at the [—], located at [—], [—], [—], on [—], 2016, commencing at [—] (Eastern Time).

Q:
When and where is the Colony special meeting?

A:
The Colony special meeting will be held at the [—], located at [—], [—], [—], on [—], 2016, commencing at [—] (Eastern Time).

Q:
When and where is the NRF special meeting?

A:
The NRF special meeting will be held at the [—], located at [—], [—], [—], on [—], 2016, commencing at [—] (Eastern Time).

Q:
Who can vote at the NSAM special meeting?

A:
All NSAM common stockholders of record as of the close of business on [—], 2016, the record date for the NSAM special meeting, are entitled to receive notice of and to vote at the NSAM special meeting. As of the record date, there were [—] shares of NSAM common stock outstanding and entitled to vote at the NSAM special meeting, held by approximately [—] holders of record. Each holder of NSAM common stock is entitled to one vote on each proposal presented at the NSAM special meeting for each share of NSAM common stock that such holder owned on the record date for the NSAM special meeting.

Q:
Who can vote at the Colony special meeting?

A:
All Colony class A common stockholders of record and all Colony class B common stockholders of record as of the close of business on [—], 2016, the record date for the Colony special meeting, are entitled to receive notice of and to vote at the Colony special meeting. Holders of Colony class A common stock and Colony class B common stock vote together as a single class on all proposals for consideration at the Colony special meeting. As of the record date, there were [—] shares of Colony class A common stock outstanding and entitled to vote at the Colony special meeting, held by approximately [—] holders of record

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    and [—] shares of Colony class B common stock outstanding and entitled to vote at the Colony special meeting, held by Thomas J. Barrack, Jr. and/or his affiliates. Each holder of Colony class A common stock is entitled to one vote per share on each proposal presented at the Colony special meeting for each share of Colony class A common stock that such holder owned on the record date for the Colony special meeting. Thomas J. Barrack, Jr., and /or his affiliates, as the sole holders of Colony class B common stock, are entitled to 36.5 votes per share on each proposal presented at the Colony special meeting for each share of Colony class B common stock that he or his affiliates owned on the record date for the Colony special meeting.

Q:
Who can vote at the NRF special meeting?

A:
All NRF common stockholders of record as of the close of business on [—], 2016, the record date for the NRF special meeting, are entitled to receive notice of and to vote at the NRF special meeting. As of the record date, there were [—] shares of NRF common stock outstanding and entitled to vote at the NRF special meeting, held by approximately [—] holders of record. Each holder of NRF common stock is entitled to one vote on each proposal presented at the NRF special meeting for each share of NRF common stock that such holder owned on the record date for the NRF special meeting.

Q:
What constitutes a quorum for purposes of the NSAM special meeting?

A:
The holders of a majority of the outstanding shares of NSAM common stock entitled to vote on a matter at the NSAM special meeting, present in person or represented by proxy, will constitute a quorum at the NSAM special meeting. All shares of NSAM common stock, represented in person or by proxy, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the NSAM special meeting. The NSAM adjournment proposal may be approved without a quorum being present.


For a more detailed description of what constitutes a quorum for purposes of the NSAM special meeting, refer to the section entitled "The NSAM Special Meeting" beginning on page [—] of this joint proxy statement/prospectus.

Q:
What constitutes a quorum for purposes of the Colony special meeting?

A:
The presence in person or by proxy of stockholders entitled to cast a majority of all votes entitled to be cast at the Colony special meeting will constitute a quorum at the Colony special meeting. All shares of Colony common stock, represented in person or by proxy, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Colony special meeting. The Colony adjournment proposal may be approved without a quorum being present.


For a more detailed description of what constitutes a quorum for purposes of the Colony special meeting, refer to the section entitled "The Colony Special Meeting" beginning on page [—] of this joint proxy statement/prospectus.

Q:
What constitutes a quorum for purposes of the NRF special meeting?

A:
The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the NRF special meeting will constitute a quorum at the NRF special meeting. All shares of NRF common stock, represented in person or by proxy, including

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    abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the NRF special meeting.


For a more detailed description of what constitutes a quorum for purposes of the NRF special meeting, refer to the section entitled "The NRF Special Meeting" beginning on page [—] of this joint proxy statement/prospectus.

Q:
What vote is required to approve the proposals at the NSAM special meeting?

A:
Approval of the NSAM merger proposal and each of the NSAM charter proposals requires the affirmative vote of the holders of a majority of the outstanding shares of NSAM common stock entitled to vote on such proposals. If you abstain or fail to vote your shares, including shares held by a broker or other nominee, in favor of the NSAM merger proposal and NSAM charter proposals, this will have the same effect as a vote "AGAINST" such proposals. The Mergers may not be completed unless the NSAM merger proposal and each of the NSAM charter proposals are so approved.


Approval of each of the NSAM compensation proposal and the NSAM adjournment proposal requires the affirmative vote of the holders of a majority of the shares of NSAM common stock present in person or represented by proxy at the NSAM special meeting entitled to vote on such proposal. Abstentions will have the same effect as votes "AGAINST" these proposals. Failures to vote and broker non-votes will have no effect on the approval of these proposals if a quorum is present. The NSAM adjournment proposal also may be approved without a quorum being present by the affirmative vote of the holders of a majority of the shares of NSAM common stock present or represented by proxy at the NSAM special meeting.


Your vote is important. We encourage you to submit a proxy to vote your shares of NSAM common stock as promptly as possible so that your shares may be represented and voted at the NSAM special meeting.

Q:
What vote is required to approve the proposals at the Colony special meeting?

A:
Approval of the Colony merger proposal requires the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of Colony common stock, voting together as a single class. If you abstain or fail to vote your shares, including shares held by a broker or other nominee, in favor of the Colony merger proposal, this will have the same effect as a vote "AGAINST" such proposal. The Mergers may not be completed unless the Colony merger proposal is so approved.


Approval of each of the Colony compensation proposal and the Colony adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast on such proposal at the Colony special meeting. Abstentions and broker non-votes will have no effect on the approval of these proposals. The Colony adjournment proposal also may be approved without a quorum being present by the holders of Colony common stock by the approval of a majority of the votes cast.


Your vote is important. We encourage you to submit a proxy to vote your shares of Colony common stock as promptly as possible so that your shares may be represented and voted at the Colony special meeting.

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Q:
What vote is required to approve the proposals at the NRF special meeting?

A:
Approval of the NRF merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of NRF common stock entitled to vote on such proposal. If you abstain or fail to vote your shares, including shares held by a broker or other nominee, in favor of the NRF merger proposal, this will have the same effect as a vote "AGAINST" such proposal. The Mergers may not be completed unless the NRF merger proposal is so approved.


Approval of each of the NRF compensation proposal and the NRF adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast on such proposal at the NRF special meeting. Abstentions and broker non-votes will have no effect on the approval of these proposals.


Your vote is important. We encourage you to submit a proxy to vote your shares of NRF common stock as promptly as possible so that your shares may be represented and voted at the NRF special meeting.

Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
If your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, the transfer agent of NSAM, Colony and NRF, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote by granting your voting rights directly to NSAM, Colony or NRF, as applicable or to a third party or by voting in person at the NSAM special meeting, the Colony special meeting or the NRF special meeting, as applicable.


If your shares are held by a broker or other nominee, you are considered the beneficial owner of shares held in "street name," and your broker or other nominee is considered the stockholder of record with respect to those shares. Your broker or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the NSAM special meeting, the Colony special meeting or the NRF special meeting, as applicable; however, you may not vote these shares in person at your Company's special meeting unless you obtain a "legal proxy" from your broker or other nominee that holds your shares, giving you the right to vote the shares at the meeting. Obtaining a legal proxy may take several days and must be obtained prior to your attending your Company's special meeting in order to vote your shares at that meeting.


Refer to the sections entitled "The NSAM Special Meeting—Stockholders of Record and Beneficial Owners" beginning on page [—] of this joint proxy statement/prospectus; "The Colony Special Meeting—Stockholders of Record and Beneficial Owners" beginning on page [—] of this joint proxy statement/prospectus; and "The NRF Special Meeting—Stockholders of Record and Beneficial Owners" beginning on page [—] of this joint proxy statement/prospectus.

Q:
If my shares of NSAM, Colony or NRF common stock are held in "street name" by my broker or other nominee, will my broker or other nominee vote my shares of common stock for me?

A:
Unless you instruct your broker or other nominee how to vote your shares of NSAM, Colony or NRF common stock held in "street name," your shares will NOT be voted.

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If your shares are held by a broker or other nominee, you must provide your broker or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your broker or other nominee. You should also be aware that you may not vote shares of NSAM, Colony or NRF common stock held in "street name" by returning a proxy card directly to NSAM, Colony or NRF or by voting in person at the NSAM, Colony or NRF special meeting unless you provide a "legal proxy," which you must obtain from your broker or other nominee.


A broker non-vote occurs when a broker or other nominee holds shares for a beneficial owner but cannot vote on a proposal because the broker or other nominee does not have the discretionary power to do so and has not received instructions from the beneficial owner. Broker non-votes will be counted in determining the presence of a quorum at your Company's special meeting but will not be voted at that special meeting.


Consequently:

    broker non-votes will have the same effect as votes "AGAINST" the NSAM merger proposal and each of the NSAM charter proposals but will have no effect on the NSAM compensation proposal or the NSAM adjournment proposal;

    broker non-votes will have the same effect as votes "AGAINST" the Colony merger proposal but will have no effect on the Colony compensation proposal or the Colony adjournment proposal; and

    broker non-votes will have the same effect as votes "AGAINST" the NRF merger proposal but will have no effect on the NRF compensation proposal or the NRF adjournment proposal.

Q:
What happens if I abstain or fail to vote?

A:
For purposes of each of the NSAM, Colony and NRF special meetings, an abstention occurs when a stockholder attends the applicable special meeting in person and does not vote or returns a proxy with an "ABSTAIN" vote, or if you hold your shares through a broker or other nominee, you instruct your broker or other nominee to abstain from voting your shares. If you:

    abstain or fail to vote with respect to any of the merger proposals and NSAM charter proposals, it will have the same effect as a vote "AGAINST" the applicable merger proposal and, in the case of an NSAM stockholder, the NSAM charter proposals and, consequently, the Mergers;

    abstain with respect to the NSAM compensation proposal, assuming a quorum is present, or the NSAM adjournment proposal, regardless of whether a quorum is present, it will have the same effect as a vote "AGAINST" the NSAM compensation proposal or the NSAM adjournment proposal; and

    abstain with respect to the Colony compensation proposal or the NRF compensation proposal, assuming a quorum is present, or the Colony adjournment proposal or the NRF adjournment proposal, regardless of whether a quorum is present, it will have no effect on the approval of the proposals.

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Q:
When are the Mergers expected to close?

A:
Subject to the satisfaction or waiver of the closing conditions described under the section entitled "The Merger Agreement—Conditions to Completion of the Mergers" beginning on page [—] of this joint proxy statement/prospectus, including the approval of the merger proposals by the stockholders of each of NSAM, Colony and NRF, the Companies expect that the Mergers will be completed in January 2017 (but not before January 4, 2017). However, it is possible that factors outside the control of the Companies could result in the Mergers being completed at a later time or not at all. There may be a substantial amount of time between the respective special meetings and the completion of the Mergers.

Q:
What are the conditions to the completion of the Mergers?

A:
In addition to the stockholder approval of the NSAM merger proposal, each of the NSAM charter proposals, the Colony merger proposal and the NRF merger proposal described above, completion of the Mergers is subject to the satisfaction or waiver of a number of other conditions, including:

    listing of Colony NorthStar class A common stock and each series of Colony NorthStar preferred stock on the NYSE;

    receipt of required regulatory approvals;

    the absence of any governmental authority of competent jurisdiction enacting any law or similar decree or taking any action to prevent or prohibit the consummation of the Mergers;

    effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus is a part and the absence of any stop order or proceeding seeking a stop order, in each case with respect to the Mergers;

    receipt by Colony and NRF of a study with respect to the "earnings and profits" for U.S. federal income tax purposes of NSAM and an NSAM subsidiary, which study relates to Colony NorthStar's election to be treated as a real estate investment trust, which we refer to as a REIT, within the meaning of the Internal Revenue Code of 1986, as amended, which we refer to as the Code;

    receipt by the Companies of opinions of counsel regarding certain tax matters (including REIT qualification matters) and matters under the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act;

    accuracy of representations and warranties under the merger agreement (subject to certain materiality exceptions);

    performance in all material respects by NSAM, Colony NorthStar, Colony, NRF and New NRF Parent of their respective obligations under the merger agreement;

    the absence of a material adverse effect on NSAM, Colony or NRF; and

    the sale or other disposition of NSAM's investment in Island Hospitality Management Inc. (carrying value of approximately $39.5 million as of March 31, 2016) which could adversely affect Colony NorthStar's ability to qualify as a REIT.

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      Further, none of the Mergers or the other transactions contemplated by the merger agreement will be consummated unless the other transactions are consummated and no party will be required to consummate the Mergers if, subject to certain conditions, financing is unavailable and the combined company, upon consummation of the transactions, will not have sufficient unrestricted cash to repay certain specified borrowings and all transaction expenses. For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the Mergers, refer to the section entitled "The Merger Agreement—Conditions to Completion of the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Q:
What will happen to outstanding NSAM equity awards in the Mergers?

A:
At the effective time of the Redomestication merger, each outstanding equity award granted under the NSAM stock plans (defined below) or otherwise denominated in NSAM common stock, which we refer to as an NSAM equity award, will be assumed by Colony NorthStar and converted into an equity award denominated in Colony NorthStar common stock, which we refer to as a Colony NorthStar equity award, having the same terms and conditions as those of the corresponding NSAM equity award immediately prior to the Redomestication merger and the 2014 Omnibus Incentive Plan and any new equity plan adopted by NSAM prior to the closing of the Mergers, to the extent such new equity plan is permitted to be adopted pursuant to the merger agreement, which we refer to as the NSAM stock plans, will be assumed by Colony NorthStar. At the effective time of the NRF merger, each outstanding Colony NorthStar equity award will be treated in connection with the consummation of the NRF merger in accordance with its terms set forth in the applicable NSAM stock plans and/or award agreements, and each partnership unit in NorthStar Asset Management LP, a Delaware limited partnership and the operating partnership of NSAM that holds substantially all of NSAM's assets and liabilities and through which NSAM conducts its operations, which we refer to as NSAM LP, designated as an LTIP unit, which we refer to as an NSAM LTIP unit, will be treated in connection with the consummation of the NRF merger in accordance with its terms and the terms of the NSAM LP limited partnership agreement. Refer to the section entitled "The Merger Agreement—The Mergers and Related Transactions—Treatment of NSAM and Colony NorthStar Equity Awards and NSAM LTIP Units" beginning on page [—] of this joint proxy statement/prospectus.

Substantially all currently outstanding NSAM equity awards and NSAM LTIP units that are scheduled to vest based solely on continued service or employment, including all of such NSAM equity awards and NSAM LTIP units held by NSAM's directors and executive officers, will vest in accordance with their terms upon the closing of the Mergers. The number of shares that will be earned pursuant to all currently outstanding performance-based NSAM equity awards that are subject to vesting based on total stockholder return over a performance period scheduled to end in 2017 or thereafter will be determined upon the closing of the Mergers. The number of shares to be earned by each of the NSAM executive officers pursuant to these awards upon the closing of the Mergers was fixed pursuant to agreements entered into in connection with the signing of the merger agreement. The fixed amounts were based on pre-signing stock prices and an assumed closing date in January 2017, except that Messrs. Hamamoto, Tylis and Gilbert each agreed to forfeit a majority of the shares that each was projected to earn. The number of shares that will be earned by other holders of these awards upon the closing of the Mergers will be based on a vesting percentage equal to the greater of: (i) the percentage of the performance period that has elapsed through the date of the closing; or (ii) the percentage that would have been earned at the end of the performance period based on the value of the consideration received for NSAM common stock in the Mergers. Any portion of these performance-based equity awards that is not earned upon the

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    closing of the Mergers will be forfeited. For additional information regarding the treatment of NSAM equity awards held by NSAM's directors and executive officers, refer to the section entitled "The Mergers—Interests of NSAM's Directors and Executive Officers in the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Q:
What will happen to outstanding Colony equity awards in the Mergers?

A:
At the effective time of the Colony merger, each outstanding equity award granted under the Colony stock plans (defined below) that is denominated in Colony common stock, which we refer to as a Colony equity award, will be treated in connection with the consummation of the Colony merger in accordance with the terms set forth in the 2009 Non-Executive Director Stock Plan of Colony and/or the 2014 Equity Incentive Plan of Colony, as applicable, which we refer to collectively as the Colony stock plans, and/or award agreements, as applicable. Each Colony equity award that is outstanding immediately prior to the effective time of the Colony merger that does not vest and is not forfeited in connection with the consummation of the Colony merger by its terms will be assumed by Colony NorthStar and will be converted into a Colony NorthStar equity award as set forth in the merger agreement. At the effective time of the Colony merger, each outstanding membership unit in Colony Capital Operating Company, LLC, the operating subsidiary of Colony, which we refer to as Colony OP, designated as an LTIP unit, which we refer to as a Colony LTIP unit, if any, will be treated in connection with the consummation of the Colony merger in accordance with its terms and the limited liability company agreement of Colony OP. Refer to the section entitled "The Merger Agreement—The Mergers and Related Transactions—Treatment of Colony Equity Awards and Colony LTIP Units" beginning on page [—] of this joint proxy statement/prospectus.

Q:
What will happen to outstanding NRF equity awards in the Mergers?

A:
In connection with NRF's internal reorganization transactions, all of the outstanding partnership units in NRF LP designated as LTIP units, which we refer to as NRF LTIP units, will be fully vested and converted into an equal number of shares of NRF common stock, each outstanding equity award granted under the NRF stock plan (defined below) or otherwise denominated in NRF common stock, which we refer to as an NRF equity award, will be assumed by New NRF Parent and will be converted into the right to receive a New NRF Parent equity award having the same terms and conditions as those of the corresponding NRF equity award and the NRF Third Amended and Restated 2004 Omnibus Stock Incentive Plan, which we refer to as the NRF stock plan, will be assumed by New NRF Parent. At the effective time of the NRF merger, each outstanding New NRF Parent equity award will be treated in connection with the consummation of the NRF merger in accordance with its terms set forth in the applicable NRF stock plan and/or award agreements. Each New NRF Parent equity award that is outstanding immediately prior to the effective time of the NRF merger that does not vest and is not forfeited in connection with the consummation of the NRF merger by its terms will be assumed by Colony NorthStar and will be converted into a Colony NorthStar equity award as set forth in the merger agreement. If the aggregate number of shares of NRF common stock and New NRF Parent common stock issuable upon conversion of NRF LTIP units (or common units of NRF LP issued upon conversion of NRF LTIP units) or pursuant to the New NRF Parent equity awards in connection with the NRF merger would be greater than the number of shares available for issuance under the NRF stock plan, and in the event the parties determine that these obligations cannot be settled in shares of Colony NorthStar class A common stock in accordance with applicable law and stock exchange rules, then a pro rata portion of these awards will be settled in cash instead of shares. Refer to the section entitled "The Merger Agreement—The Mergers and Related Transactions—Treatment

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    of NRF Equity Awards and NRF LTIP Units" beginning on page [—] of this joint proxy statement/prospectus.

      Substantially all currently outstanding NRF equity awards that are scheduled to vest based solely on continued service or employment, including all of such NRF equity awards held by NRF's directors and executive officers, will vest in accordance with their terms upon the closing of the Mergers. The number of shares that will be earned pursuant to the currently outstanding performance-based NRF equity awards that are subject to vesting based on total stockholder return over a performance period scheduled to end in 2017 or thereafter, all of which are held by certain NRF executive officers, was fixed pursuant to agreements entered into with such NRF executive officers in connection with the signing of the merger agreement. The number of shares that would have been earned upon the closing of the Mergers in the absence of these agreements would have been based on a vesting percentage equal to the greater of: (i) the percentage of the performance period that had elapsed through the date of the closing; or (ii) the percentage that would have been earned at the end of the performance period based on the value of the consideration received for NRF common stock in the Mergers and, if applicable, the value of the common stock of NorthStar Realty Europe Corp., which we refer to as NRE, upon the closing of the Mergers. The fixed amounts were based on pre-signing stock prices and an assumed closing date in January 2017, except that Messrs. Hamamoto, Tylis and Gilbert each agreed to forfeit a majority of the shares that each was projected to earn. The portion of these performance-based equity awards that is not earned upon the closing of the Mergers will be forfeited. For additional information regarding the treatment of NRF equity awards held by NRF's directors and executive officers, refer to the section entitled "The Mergers—Interests of NRF's Directors and Executive Officers in the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Q:
What is a real estate investment trust?

A:
In connection with the transactions contemplated by the merger agreement, Colony NorthStar will elect to be taxed as a REIT, within the meaning of the Code, commencing with the taxable year beginning January 1, 2017. A company that qualifies and elects to be taxed as a REIT generally will not be subject to U.S. federal income tax on its real estate investment trust taxable income that it pays to its stockholders in the form of a dividend. A company's qualification as a REIT under the Code depends on its ability to meet, on a continuing basis, through actual investment and operating results, various highly technical and complex requirements under the Code relating to, among other things, the sources of its gross income, the composition and value of its assets, its distribution levels and the diversity of ownership of its shares. The Companies believe that Colony NorthStar will be organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and that its intended manner of operation will enable it to meet the requirements for qualification and taxation as a REIT.

For a more complete discussion of the U.S. federal income taxation of a REIT and the tax treatment of stockholders of a REIT, refer to the section entitled "U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of Colony NorthStar and its Stockholders" beginning on page [—] of this joint proxy statement/prospectus.

Q:
Where will my shares of Colony NorthStar common stock be publicly traded?

A:
The Companies anticipate that Colony NorthStar class A common stock will be listed on the NYSE upon the consummation of the Mergers under the symbol "CLNS."

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Q:
Who will serve on the Colony NorthStar board following the Mergers?

A:
Following the consummation of the Colony merger, the Colony NorthStar board will consist of 13 members, of whom six will be designated by NSAM and NRF, six will be designated by Colony and one will be designated jointly by the NSAM board, the Colony board and the NRF board, or one or more committees thereof.

Q:
Where will Colony NorthStar be located and who will serve in senior leadership roles following the Mergers?

A:
Following the Mergers, Colony NorthStar will maintain a significant presence in both New York, New York and Los Angeles, California.


Upon the closing of the Mergers, it is expected that Thomas J. Barrack, Jr. (currently Executive Chairman of Colony) will be Executive Chairman of Colony NorthStar, David T. Hamamoto (currently Executive Chairman of NSAM and Chairman of NRF) will be Executive Vice Chairman of Colony NorthStar, Richard B. Saltzman (currently Chief Executive Officer and President of Colony) will be Chief Executive Officer of Colony NorthStar, Darren J. Tangen (currently Chief Financial Officer of Colony) will be Chief Financial Officer of Colony NorthStar and Mark M. Hedstrom (currently Chief Operating Officer of Colony) will be Chief Operating Officer of Colony NorthStar.

Q:
Are NSAM stockholders entitled to appraisal rights?

A:
NSAM stockholders are not entitled to exercise appraisal rights in connection with the Mergers.

Refer to the section entitled "No Appraisal Rights in the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Q:
Are Colony stockholders entitled to appraisal rights?

A:
Colony stockholders are not entitled to exercise appraisal rights in connection with the Mergers.

Refer to the section entitled "No Appraisal Rights in the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Q:
Are NRF stockholders entitled to appraisal rights?

A:
NRF stockholders are not entitled to exercise appraisal rights in connection with the Mergers.

Refer to the section entitled "No Appraisal Rights in the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Q:
Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the NSAM named executive officers in connection with the Mergers?

A:
Under SEC rules, NSAM is required to seek a non-binding, advisory vote from NSAM common stockholders with respect to the compensation that may become payable to its named executive officers in connection with the Mergers. Refer to the section entitled "Proposals

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    Submitted to NSAM Common Stockholders—Proposal 7—The NSAM Compensation Proposal" beginning on page [—] of this joint proxy statement/prospectus.

Q:
What will happen if NSAM stockholders do not approve the NSAM compensation proposal?

A:
Approval of the NSAM compensation proposal is not a condition to completion of the Mergers. Accordingly, you may vote against the NSAM compensation proposal and vote in favor of the NSAM merger proposal and any other proposals. The NSAM compensation proposal vote is an advisory vote being presented only to NSAM common stockholders and it will not be binding on NSAM or Colony NorthStar following the Mergers. If the Mergers are completed, any merger-related compensation may be paid to the NSAM named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if NSAM stockholders do not approve the NSAM compensation proposal.

Q:
Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the Colony named executive officers in connection with the Mergers?

A:
Under SEC rules, Colony is required to seek a non-binding, advisory vote from Colony common stockholders with respect to the compensation that may become payable to its named executive officers in connection with the Mergers. Refer to the section entitled "Proposals Submitted to Colony Common Stockholders—Proposal 2—The Colony Compensation Proposal" beginning on page [—] of this joint proxy statement/prospectus.

Q:
What will happen if Colony stockholders do not approve the Colony compensation proposal?

A:
Approval of the Colony compensation proposal is not a condition to completion of the Mergers. Accordingly, you may vote against the Colony compensation proposal and vote in favor of the Colony merger proposal and any other proposals. The Colony compensation proposal vote is an advisory vote being presented only to Colony common stockholders, and it will not be binding on Colony or Colony NorthStar following the Mergers. If the Mergers are completed, any merger-related compensation may be paid to the Colony named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if Colony common stockholders do not approve the Colony compensation proposal.

Q:
Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the NRF named executive officers in connection with the Mergers?

A:
Under SEC rules, NRF is required to seek a non-binding, advisory vote from NRF common stockholders with respect to the compensation that may become payable to its named executive officers in connection with the Mergers. Refer to the section entitled "Proposals Submitted to NRF Common Stockholders—Proposal 2—The NRF Compensation Proposal" beginning on page [—] of this joint proxy statement/prospectus.

Q:
What will happen if NRF stockholders do not approve the NRF compensation proposal?

A:
Approval of the NRF compensation proposal is not a condition to completion of the Mergers. Accordingly, you may vote against the NRF compensation proposal and vote in favor of the NRF merger proposal and any other proposals. The NRF compensation proposal vote is an

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    advisory vote being presented only to NRF common stockholders and it will not be binding on NRF or Colony NorthStar following the Mergers. If the Mergers are completed, any merger-related compensation may be paid to the NRF named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if NRF stockholders do not approve the NRF compensation proposal.

Q:
Do any of NSAM's directors or executive officers have interests in the Mergers that may differ from those of NSAM common stockholders?

A:
Certain NSAM directors and executive officers have interests in the Mergers that are different from, or in addition to, their interests as NSAM common stockholders. The NSAM special committee, comprised entirely of independent directors who are not also directors of NRF, was aware of and considered these interests, among other matters, in evaluating the merger agreement and the Mergers and recommended unanimously that the NSAM board recommend that the NSAM common stockholders vote "FOR" the NSAM merger proposal, "FOR" each of the NSAM charter proposals, "FOR" the NSAM compensation proposal and "FOR" the NSAM adjournment proposal. For a description of these interests, refer to the section entitled "The Mergers—Interests of NSAM's Directors and Executive Officers in the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Q:
Do any of Colony's directors or executive officers have interests in the Mergers that may differ from those of Colony common stockholders?

A:
Certain Colony directors and executive officers have interests in the Mergers that are different from, or in addition to, their interests as Colony common stockholders. The Colony board was aware of and considered these interests, among other matters, in evaluating the merger agreement and the Mergers and recommended unanimously that the Colony common stockholders vote "FOR" the Colony merger proposal, "FOR" the Colony compensation proposal and "FOR" the Colony adjournment proposal. For a description of these interests, refer to the section entitled "The Mergers—Interests of Colony's Directors and Executive Officers in the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Q:
Do any of NRF's directors or executive officers have interests in the Mergers that may differ from those of NRF common stockholders?

A:
Certain NRF directors and executive officers have interests in the Mergers that are different from, or in addition to, their interests as NRF common stockholders. The NRF special committee, comprised entirely of independent directors who are not also directors of NSAM, was aware of and considered these interests, among other matters, in evaluating the merger agreement and the Mergers and recommended unanimously that the NRF board recommend that the NRF common stockholders vote "FOR" the NRF merger proposal, "FOR" the NRF compensation proposal and "FOR" the NRF adjournment proposal. For a description of these interests, refer to the section entitled "The Mergers—Interests of NRF's Directors and Executive Officers in the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Q:
Where can I find the voting results of the NSAM special meeting, the Colony special meeting and the NRF special meeting?

A:
The preliminary voting results at the NSAM special meeting, the Colony special meeting and the NRF special meeting will be announced at each Company's special meeting. In addition, within four business days following certification of the final voting results, NSAM, Colony and

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    NRF each intends to file its final voting results with the SEC on a Current Report on Form 8-K.

Q:
What do I need to do now?

A:
After you have carefully read this joint proxy statement/prospectus, please respond by completing, signing and dating your proxy card or voting instruction card and returning it in the enclosed postage-paid return envelope or, if available, by authorizing your proxy by one of the other methods specified in your proxy card or voting instruction card as promptly as possible so that your shares of NSAM common stock, Colony common stock and/or NRF common stock will be represented and voted at the NSAM special meeting, the Colony special meeting or the NRF special meeting, as applicable.


Refer to your proxy card or voting instruction card forwarded by your broker or other nominee to see which voting options are available to you.


The method by which you submit a proxy will in no way limit your right to vote at the NSAM special meeting, the Colony special meeting and/or the NRF special meeting if you later decide to attend the meeting in person. However, if your shares of NSAM common stock, Colony common stock and/or NRF common stock, as applicable, are held in the name of a broker or other nominee, you must obtain a "legal proxy," executed in your favor, from your broker or other nominee, to be able to vote in person at the NSAM special meeting, the Colony special meeting and/or the NRF special meeting. Obtaining a legal proxy may take several days and must be obtained prior to your attending the applicable Company's special meeting in order to vote your shares at that meeting.

Q:
Do I need to do anything with my stock certificates now?

A:
No. If the Mergers are completed, you will receive instructions for exchanging your stock certificates.

Q:
If a stockholder gives a proxy, how will my proxy be voted?

A:
All shares of NSAM common stock entitled to vote and represented by properly completed proxies received prior to the NSAM special meeting, and not revoked, will be voted at the NSAM special meeting as instructed on the proxies. You may vote "FOR," "AGAINST" or "ABSTAIN" with respect to any proposal. If you are a stockholder of record and you properly sign, date and return a proxy card but do not indicate how your shares of NSAM common stock should be voted on a matter, the shares of NSAM common stock represented by your proxy will be voted as the NSAM board recommends and therefore "FOR" the NSAM merger proposal, "FOR" each of the NSAM charter proposals, "FOR" the NSAM compensation proposal and "FOR" the NSAM adjournment proposal.

All shares of Colony common stock entitled to vote and represented by properly completed proxies received prior to the Colony special meeting, and not revoked, will be voted at the Colony special meeting as instructed on the proxies. You may vote "FOR," "AGAINST" or "ABSTAIN" with respect to any proposal. If you are a stockholder of record and you properly sign, date and return a proxy card but do not indicate how your shares of Colony common stock should be voted on a matter, the shares of Colony common stock represented by your proxy will be voted as the Colony board recommends and therefore "FOR" the Colony merger proposal, "FOR" the Colony compensation proposal and "FOR" the Colony adjournment proposal.

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      All shares of NRF common stock entitled to vote and represented by properly completed proxies received prior to the NRF special meeting, and not revoked, will be voted at the NRF special meeting as instructed on the proxies. You may vote "FOR," "AGAINST" or "ABSTAIN" with respect to any proposal. If you are a stockholder of record and you properly sign, date and return a proxy card but do not indicate how your shares of NRF common stock should be voted on a matter, the shares of NRF common stock represented by your proxy will be voted as the NRF board recommends and therefore "FOR" the NRF merger proposal, "FOR" the NRF compensation proposal and "FOR" the NRF adjournment proposal.

Q:
How do I vote?

A:
If you are an NSAM, Colony and/or NRF common stockholder of record, you may have your shares of NSAM, NRF and/or Colony common stock voted on matters presented at the Companies' respective special meeting by proxy (through the internet, by telephone or by signing, dating and returning the accompanying proxy card in the enclosed postage-paid return envelope) or in person. If you are a beneficial owner of NSAM, Colony and/or NRF common stock, you should receive instructions from your broker or other nominee that you must follow in order to have your shares of NSAM, Colony and/or NRF common stock voted.

For additional information regarding how to vote your shares of common stock, refer to the sections entitled "The NSAM Special Meeting—How to Vote Your Shares" beginning on page [—] of this joint proxy statement/prospectus; "The Colony Special Meeting—How to Vote Your Shares" beginning on page [—] of this joint proxy statement/prospectus; and "The NRF Special Meeting—How to Vote Your Shares" beginning on page [—] of this joint proxy statement/prospectus.

Q:
Can I revoke my proxy or change my vote after I have delivered my proxy?

A:
Yes. You can revoke your proxy or change your vote before your proxy votes your shares in any of the three following ways:

    by sending a written notice to the Secretary of NSAM, the Secretary of Colony or the Secretary of NRF, as applicable, at the address for each Company set forth below, which notice must be received by NSAM's Corporate Secretary by 11:59 p.m. (Eastern Time) on the business day prior to the date of the NSAM special meeting, by Colony's Corporate Secretary by [—] on [—] or by NRF's Corporate Secretary by 11:59 p.m. (Eastern Time) on the business day prior to the date of the NRF special meeting, as applicable, stating that you would like to revoke your proxy;

    by completing, signing and dating another proxy card and returning it by mail in time to be received before the NSAM special meeting, the Colony special meeting or the NRF special meeting, as applicable, or by authorizing a later dated proxy by the Internet or telephone, if applicable, in which case your later-authorized proxy will be recorded and your earlier proxy revoked; or

    by attending the NSAM special meeting, the Colony special meeting special meeting and/or the NRF special meeting, as applicable, and voting in person. Simply attending the NSAM special meeting, the Colony special meeting and/or the NRF special meeting without voting will not revoke your proxy or change your vote.

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      If your shares of NSAM common stock, Colony common stock and/or NRF common stock are held in an account at a broker or other nominee and you desire to change your vote or vote in person, you should contact your broker or other nominee for instructions on how to do so.

Q:
What should I do if I receive more than one set of voting materials for the NSAM special meeting, the Colony special meeting and/or the NRF special meeting?

A:
Please complete, sign, date and return each proxy card and voting instruction card that you receive or, if available, please submit your proxy by telephone, facsimile or over the Internet. You may receive more than one set of voting materials for the NSAM special meeting, the Colony special meeting and/or the NRF special meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares of NSAM common stock, Colony common stock and/or NRF common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of NSAM common stock, Colony common stock and/or NRF common stock. If you are a holder of record and your shares of NSAM common stock, Colony common stock and/or NRF common stock are registered in more than one name, you may receive more than one proxy card.

Q:
What happens if I am a stockholder of more than one of the Companies?

A:
You will receive separate proxy cards for each of NSAM, Colony and NRF, as applicable, and you must complete, sign and date each proxy card and return each proxy card in the appropriate postage-paid return envelope or, if available, by authorizing a proxy by one of the other methods specified in your proxy card or voting instruction card for each of NSAM, Colony and NRF, as applicable.

Q:
What happens if I sell my shares of NSAM common stock before the NSAM special meeting?

A:
The record date for the NSAM special meeting is earlier than both the date of the NSAM special meeting and the effective time of the Mergers. If you transfer your shares of NSAM common stock after the record date of the NSAM special meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the NSAM special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares. In order to become entitled to receive the merger consideration, you must hold your shares of NSAM common stock through the effective time of the Mergers, which the Companies expect will occur in January 2017.

In order to receive the expected NSAM special dividend, you must be a NSAM common stockholder of record on the record date for the special dividend.

Q:
What happens if I sell my shares of Colony common stock before the Colony special meeting?

A:
The record date for the Colony special meeting is earlier than both the date of the Colony special meeting and the effective time of the Mergers. If you transfer your shares of Colony common stock after the record date of the Colony special meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the Colony special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares. In order to become entitled to receive the merger consideration, you must hold your shares of Colony common stock through the effective time of the Mergers, which the Companies expect will occur in January 2017.

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Q:
What happens if I sell my shares of NRF common stock before the NRF special meeting?

A:
The record date for the NRF special meeting is earlier than both the date of the NRF special meeting and the effective time of the Mergers. If you transfer your shares of NRF common stock after the record date of the NRF special meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the NRF special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares. In order to become entitled to receive the merger consideration, you must hold your shares of NRF common stock through the effective time of the Mergers, which the Companies expect will occur in January 2017.

Q:
Will NSAM, Colony and NRF continue to pay distributions prior to the closing of the Mergers?

A:
Yes, each of the Companies expects to continue to pay distributions, including in an amount required to be distributed in order for each of Colony and NRF to qualify as a REIT for the applicable taxable year. Pursuant to the merger agreement:

    NSAM is permitted to make distributions to its common stockholders of up to $0.10 per share of NSAM common stock in each quarter of 2016 and a pro rata portion of the $0.10 per share dividend for any partial period of the first calendar quarter of 2017 and prior to the closing of the Mergers. The NSAM board is also permitted to declare a special dividend in cash in respect of NSAM common stock in an aggregate amount of $128 million to be paid in 2017 prior to the closing of the Mergers.

    Colony is permitted to make distributions to its common stockholders of up to $0.40 per share of Colony common stock in each quarter of 2016 and a pro rata portion of the $0.40 per share dividend for any partial period of the first calendar quarter of 2017 and prior to the closing of the Mergers.

    NRF is permitted to make distributions to its common stockholders of up to $0.40 per share of NRF common stock in each quarter of 2016 and a pro rata portion of the $0.40 per share dividend for any partial period of the first calendar quarter of 2017 and prior to the closing of the Mergers.

      Given their status as REITs, Colony and NRF may need to (and are permitted under the merger agreement to) make certain minimum distributions in excess of the above limits. In the event the amounts of permitted dividends described above are exceeded, pursuant to a distribution necessary for Colony or NRF, as applicable, to qualify as a REIT or to avoid the incurrence of any income or excise tax, the Colony class A exchange ratio, Colony class B exchange ratio and NRF exchange ratio, as applicable, will be adjusted.

Q:
What happens if the Mergers are not completed?

A:
If the Mergers are not completed, stockholders of NSAM, Colony and NRF will not receive any consideration in connection with the Mergers. Instead, NSAM, Colony and NRF will each remain an independent public company and their respective common stock and preferred stock, as applicable, will continue to be listed and traded on the NYSE.

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Q:
Who can answer my questions?

A:
If you have any questions about the Mergers or how to submit your proxy, or need additional copies of this joint proxy statement/prospectus, the enclosed proxy card or voting instructions, you should contact:

  NorthStar Asset Management Group Inc.
Attention: General Counsel
399 Park Avenue, 18th Floor
New York, New York 10022
(212) 547-2600
www.nsamgroup.com
  Colony Capital, Inc.
Attention: Investor Relations
515 S. Flower Street, 44th Floor
Los Angeles, California 90071
(310) 282-8820
www.colonyinc.com
  NorthStar Realty Finance Corp.
Attention: Secretary
399 Park Avenue, 18th Floor
New York, New York 10022
(212) 547-2600
www.nrfc.com

      You can also contact the proxy solicitors hired by NSAM, Colony and NRF as follows:

  NSAM:   Colony:   NRF:
  MacKenzie Partners, Inc.   D.F. King & Co., Inc.   MacKenzie Partners, Inc.
  105 Madison Avenue   48 Wall Street, 22nd Floor   105 Madison Avenue
  New York, New York 10016   New York, New York 10005   New York, New York 10016
  (212) 929-5500   (212) 269-5550   (212) 929-5500
  (800) 322-2885   (866) 751-6311   (800) 322-2885

      NSAM has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the NSAM special meeting. NSAM estimates it will pay MacKenzie Partners, Inc. a fee of up to approximately $[—] for the services to be performed. NSAM has also agreed to reimburse MacKenzie Partners, Inc. for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation and to indemnify MacKenzie Partners, Inc. against certain losses, costs and expenses. In addition to mailing the proxy solicitation material, NSAM directors and executive officers may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to NSAM's directors and executive officers for such services.

      Colony has engaged D.F. King & Co., Inc. to assist it in the solicitation of proxies for the Colony special meeting at an aggregate estimated cost of $[—] plus out-of-pocket expenses. In addition to mailing the proxy solicitation material, Colony directors, officers and other employees may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to Colony's directors and executive officers for such services.

      NRF has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the NRF special meeting. NRF estimates it will pay MacKenzie Partners, Inc. a fee of up to approximately $[—] for the services to be performed. NRF has also agreed to reimburse MacKenzie Partners, Inc. for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation and to indemnify MacKenzie Partners, Inc. against certain losses, costs and expenses. In addition to mailing the proxy solicitation material, NRF directors and executive officers may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to NRF's directors and executive officers for such services.

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SUMMARY

                The following summary highlights some of the information contained in this joint proxy statement/prospectus. This summary may not contain all of the information that is important to you. For a more complete description of the merger agreement, the Mergers and related transactions we are proposing, the Companies encourage you to read carefully this entire joint proxy statement/prospectus, including the attached Annexes and the other documents referred to herein. Each item in this summary includes a page reference directing you to a more complete discussion of that topic. The Companies also encourage you to read the information incorporated by reference into this joint proxy statement/prospectus, which includes important business and financial information about NSAM, Colony and NRF that has been filed with the SEC. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find More Information; Incorporation by Reference" beginning on page [—] of this joint proxy statement/prospectus.

Parties to the Merger Agreement (Page [—])

NSAM Entities

NorthStar Asset Management Group Inc.

                NSAM, a Delaware corporation, is a publicly-traded global asset management firm focused on strategically managing real estate and other investment platforms in the United States and internationally. NSAM provides asset management and other services by managing NRE, NRF and companies that raise capital through the retail market, and future sponsored companies that raise money from retail investors. NSAM earns asset management and other fees pursuant to management and other contracts and through its direct and indirect investments in strategic partnerships and joint ventures. In addition, NSAM owns NorthStar Securities, LLC, a captive broker-dealer platform that raises capital in the retail market.

                NSAM seeks to expand the scope of its asset management business beyond real estate into new asset classes and geographies by organically creating and managing additional investment vehicles or through acquisitions, strategic partnerships and joint ventures. On January 29, 2016, NSAM acquired an approximate 84% interest in Townsend Holdings LLC, which is the manager or advisor to $175.3 billion of assets as of March 31, 2016.

                As of March 31, 2016, adjusted for sales, acquisitions and commitments to sell or acquire investments by the companies managed by NSAM that raise capital through the retail market, the future sponsored companies that raise money from retail investors, NRE and NRF, which we refer to, collectively, as NSAM's managed companies, NSAM had $35 billion of assets under management. In addition, from its inception to date, NSAM has invested $100 million in direct investments in entities that manage $10 billion, including assets held by NSAM's managed companies, across a variety of asset classes.

                NSAM common stock is traded on the NYSE under the symbol "NSAM."

Colony NorthStar, Inc.

                Colony NorthStar, formerly known as New Polaris, Inc., a Maryland corporation and a wholly owned subsidiary of NSAM, was formed solely for the purpose of facilitating the Mergers and related transactions contemplated by the merger agreement. Colony NorthStar has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement. The merger agreement

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provides for the mergers of NSAM, New NRF Parent and Colony into Colony NorthStar, which will be the publicly traded entity for the combined company following the effective time of the Mergers.

Colony Entities

Colony Capital, Inc.

                Colony, a Maryland corporation, is a publicly-traded global real estate and investment management firm that has elected to be taxed as a REIT for U.S. federal income tax purposes. Colony manages capital on behalf of both its stockholders and limited partners in private investment funds under its management where Colony may earn management fees and carried interests. Colony's investment portfolio is primarily composed of (i) real estate equity; (ii) real estate debt; and (iii) investment management of Colony-sponsored private equity funds and vehicles.

                As of March 31, 2016, Colony has historically sponsored $25 billion of equity across a variety of distinct funds and investment vehicles that collectively invested over $64 billion of total capital.

                Colony class A common stock is traded on the NYSE under the symbol "CLNY."

NRF Entities

NorthStar Realty Finance Corp.

                NRF, a Maryland corporation, is a publicly-traded, diversified commercial real estate company that has elected to be taxed as a REIT for U.S. federal income tax purposes. It is managed by an affiliate of NSAM. NRF's primary business objectives are to make diversified real estate-related investments that produce attractive risk-adjusted returns, generate stable cash flow for distribution to its stockholders and build long-term franchise value. NRF's core business activities include acquiring commercial real estate properties, such as healthcare, hotels, manufactured housing communities, office and retail net lease and multifamily; making opportunistic investments such as indirect interests in real estate through private equity real estate funds; and originating, structuring and acquiring commercial real estate debt.

                As of May 5, 2016, adjusted for sales and commitments to sell investments, NRF had $13 billion of balance sheet investments, comprised of 85% real estate equity assets and 15% commercial real estate debt and securities assets.

                NRF common stock is traded on the NYSE under the symbol "NRF."

New Sirius Inc.

                New NRF Parent, a Maryland corporation and a wholly owned subsidiary of NRF, was formed solely for the purpose of facilitating the Mergers and related transactions contemplated by the merger agreement. New NRF Parent has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement.

NorthStar Realty Finance Limited Partnership

                NRF LP, a Delaware limited partnership and a subsidiary of NRF, holds, directly or indirectly, substantially all of NRF's assets and NRF conducts its operations, directly or indirectly, through NRF LP.

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Sirius Merger Sub-T, LLC

                NRF OP Merger Sub, a Delaware limited liability company and a wholly owned subsidiary of NRF, was formed solely for the purpose of facilitating the Mergers and related transactions contemplated by the merger agreement. NRF OP Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement.

New Sirius Merger Sub, LLC

                New Parent Merger Sub, a Delaware limited liability company and a wholly owned subsidiary of New NRF Parent, was formed solely for the purpose of facilitating the Mergers and related transactions contemplated by the merger agreement. New Parent Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement.

The Mergers and Related Transactions (Page [—])

                The terms and conditions of the Mergers and certain other transactions are contained in the merger agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex A. On July 28, 2016, the parties to the merger agreement entered into a letter agreement to reflect a revised form of Colony NorthStar charter and bylaws, which are attached as Annexes B and C, respectively, to this joint proxy statement/prospectus and to make certain other technical amendments to the merger agreement. A copy of the letter agreement is included as part of Annex A attached to this joint proxy statement/prospectus. We encourage you to read the merger agreement carefully and in its entirety, as it is the principal document that governs the Mergers and related transactions contemplated by the merger agreement.

The Reorganization Transactions (Page [—])

                Prior to the effective time of the NRF merger and Colony merger, each of NSAM and NRF will engage in certain internal reorganization transactions, which are described below.

The Redomestication Merger (Page [—])

                Pursuant to the merger agreement, NSAM will merge with and into Colony NorthStar, with Colony NorthStar surviving the merger pursuant to Section 253 of the General Corporation Law of the State of Delaware, which we refer to as the DGCL, and Section 3-101, et seq. of the MGCL. At the effective time of the Redomestication merger, each share of NSAM common stock will be converted into one share of Colony NorthStar class A common stock and each share of NSAM performance common stock will be converted into one share of Colony NorthStar performance common stock. Prior to the completion of the Redomestication merger, Colony NorthStar will file with the State Department of Assessments and Taxation of Maryland the Colony NorthStar charter. Concurrently with the acceptance for record by the State Department of Assessments and Taxation of Maryland of the Colony NorthStar charter, the Colony NorthStar bylaws will become effective. The principal effect of the Redomestication merger is to reorganize NSAM as a Maryland corporation under the charter and bylaws referenced in the immediately preceding sentence, which contain provisions customary for a publicly traded REIT, including ownership restrictions intended to preserve REIT status for U.S. federal income tax purposes.

                Prior to the closing of the Mergers, NSAM expects the NSAM board or a duly authorized committee thereof to declare a special cash dividend in an aggregate amount of $128 million to

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common stockholders of NSAM as of a record date prior to the effective time of the Redomestication merger. Such dividend will be paid on or following January 1, 2017. Neither this dividend nor the Redomestication merger is conditioned on the other.

                The following illustration shows the basic structure of NSAM before and after the Redomestication merger.

GRAPHIC

The NRF Reorganization Transactions (Page [—])

                Pursuant to the merger agreement, NRF will engage in certain internal reorganization transactions, including the merger of NRF LP with and into NRF, with NRF surviving the merger and the merger of New Parent Merger Sub with and into NRF, with NRF surviving the merger. The principal result of the NRF reorganization transactions is to convert the outstanding ownership interests of NRF's operating partnership, NRF LP, that are not held by NRF into NRF common stock and to create a new holding company, New NRF Parent, for NRF.

                In connection with the merger of NRF LP with and into NRF and related reorganization transactions: (i) each NRF LTIP unit outstanding as of immediately prior to such effective time will be deemed to be fully vested and converted into one share of NRF common stock; (ii) each partnership unit in NRF LP designated as a partnership common unit outstanding as of immediately prior to such effective time (other than those held by NRF) will be converted into one share of NRF common stock; and (iii) each other interest in NRF LP held by NRF will no longer be outstanding and will automatically be cancelled and will cease to exist.

                In connection with the merger of New Parent Merger Sub with and into NRF:

    each share of NRF common stock issued and outstanding as of immediately prior to the effective time of such merger automatically will be cancelled and converted into the right to receive one share of New NRF Parent common stock; and

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    each share of each series of NRF preferred stock will be converted into the right to receive one share of a corresponding series of New NRF Parent preferred stock.

                Following the merger of NRF into New Parent Merger Sub, NRF, as the surviving entity, will convert into a Maryland limited liability company.

                The following illustration shows the basic structure of NRF before and after the NRF reorganization transactions.

GRAPHIC

The NRF Merger and Colony Merger (Page [—])

                Immediately following the reorganization transactions, the NRF merger and Colony merger will occur and in that order. Pursuant to the merger agreement, each such merger and related transactions contemplated by the merger agreement to be completed at closing will occur only if such transactions are completed at closing.

The NRF Merger (Page [—])

                Pursuant to the merger agreement, immediately following the reorganization transactions, New NRF Parent will merge with and into Colony NorthStar with Colony NorthStar surviving the merger.

                At the effective time of the NRF merger:

    each share of New NRF Parent common stock will be converted into the right to receive 1.0996 shares of Colony NorthStar class A common stock; and

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    each share of each series of New NRF Parent preferred stock will be converted into the right to receive one share of a corresponding series of Colony NorthStar preferred stock.

                As described in more detail in the section entitled "The Merger Agreement—The Mergers and Related Transactions—The NRF Merger and the Colony Merger" beginning on page [—] of this joint proxy statement/prospectus, the NRF exchange ratio may be subject to adjustment only under certain limited circumstances as set forth in the merger agreement.

                The following illustration shows the basic structure of Colony NorthStar and New NRF Parent before and after the NRF merger.

GRAPHIC

The Colony Merger (Page [—])

                Pursuant to the merger agreement, immediately following the NRF merger, Colony will merge with and into Colony NorthStar, with Colony NorthStar surviving the merger.

                At the effective time of the Colony merger:

    each share of Colony class A common stock will be converted into the right to receive 1.4663 shares of Colony NorthStar class A common stock;

    each share of Colony class B common stock will be converted into the right to receive 1.4663 shares of Colony NorthStar class B common stock; and

    each share of each series of Colony preferred stock will be converted into the right to receive one share of a corresponding series of Colony NorthStar preferred stock.

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                As described in more detail in the section entitled "The Merger Agreement—The Mergers and Related Transactions—The NRF Merger and the Colony Merger" beginning on page [—] of this joint proxy statement/prospectus, the Colony class A exchange ratio and Colony class B exchange ratio are subject to adjustment only under certain limited circumstances as set forth in the merger agreement.

                The following illustration shows the basic structure of Colony NorthStar and Colony before and after the Colony merger.

GRAPHIC

Treatment of Equity Awards

Treatment of NSAM and Colony NorthStar Equity Awards and NSAM LTIP Units (Pages [—] and [—])

                At the effective time of the Redomestication merger, each outstanding NSAM equity award will be assumed by Colony NorthStar and converted into a Colony NorthStar equity award having the same terms and conditions as those of the corresponding NSAM equity award immediately prior to the Redomestication merger and the NSAM stock plans will be assumed by Colony NorthStar. At the effective time of the NRF merger, each outstanding Colony NorthStar equity award will be treated in connection with the consummation of the NRF merger in accordance with its terms set forth in the applicable NSAM stock plans and/or award agreements, and each NSAM LTIP unit will be treated in connection with the consummation of the NRF merger in accordance with its terms and the terms of the NSAM LP limited partnership agreement.

                Substantially all currently outstanding NSAM equity awards and NSAM LTIP units that are scheduled to vest based solely on continued service or employment, including all of such NSAM equity awards and NSAM LTIP units held by NSAM's directors and executive officers, will vest in accordance with their terms upon the closing of the Mergers. The number of shares that will be earned pursuant to all currently outstanding performance-based NSAM equity awards that are subject to vesting based on

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total stockholder return over a performance period scheduled to end in 2017 or thereafter will be determined upon the closing of the Mergers. The number of shares to be earned by each of the NSAM executive officers pursuant to these awards upon the closing of the Mergers was fixed pursuant to agreements entered into in connection with the signing of the merger agreement. The fixed amounts were based on pre-signing stock prices and an assumed closing date in January 2017, except that Messrs. Hamamoto, Tylis and Gilbert each agreed to forfeit a majority of the shares that each was projected to earn. The number of shares that will be earned by other holders of these awards upon the closing of the Mergers will be based on a vesting percentage equal to the greater of: (i) the percentage of the performance period that has elapsed through the date of the closing; or (ii) the percentage that would have been earned at the end of the performance period based on the value of the consideration received for NSAM common stock in the Mergers. Any portion of these performance-based equity awards that is not earned upon the closing of the Mergers will be forfeited.

Treatment of Colony Equity Awards and Colony LTIP Units (Page [—])

                At the effective time of the Colony merger, each outstanding Colony equity award will be treated in connection with the consummation of the Colony merger in accordance with the terms set forth in the applicable Colony stock plans and/or award agreements. Each Colony equity award that is outstanding immediately prior to the effective time of the Colony merger that does not vest and is not forfeited in connection with the consummation of the Colony merger by its terms will be assumed by Colony NorthStar and will be converted into a Colony NorthStar equity award as set forth in the merger agreement. At the effective time of the Colony merger, each outstanding Colony LTIP unit, if any, will be treated in connection with the consummation of the Colony merger in accordance with its terms and the limited liability company agreement of Colony OP.

Treatment of NRF Equity Awards and NRF LTIP Units (Pages [—] and [—])

                In connection with NRF's internal reorganization transactions, all of the outstanding NRF LTIP units will be fully vested and converted into an equal number of shares of NRF common stock, each NRF equity award will be assumed by New NRF Parent and will be converted into the right to receive a New NRF Parent equity award having the same terms and conditions as those of the corresponding NRF equity award and the NRF stock plan will be assumed by New NRF Parent. At the effective time of the NRF merger, each outstanding New NRF Parent equity award will be treated in connection with the consummation of the NRF merger in accordance with its terms set forth in the applicable NRF stock plan and/or award agreements. Each New NRF Parent equity award that is outstanding immediately prior to the effective time of the NRF merger that does not vest and is not forfeited in connection with the consummation of the NRF merger by its terms will be assumed by Colony NorthStar and will be converted into a Colony NorthStar equity award as set forth in the merger agreement. If the aggregate number of shares of NRF common stock and New NRF Parent common stock issuable upon conversion of NRF LTIP units (or common units of NRF LP issued upon conversion of NRF LTIP units) or pursuant to the New NRF Parent equity awards in connection with the NRF merger would be greater than the number of shares available for issuance under the NRF stock plan, and in the event the parties determine that these obligations cannot be settled in shares of Colony NorthStar class A common stock in accordance with applicable law and stock exchange rules, then a pro rata portion of these awards will be settled in cash instead of shares.

                Substantially all currently outstanding NRF equity awards that are scheduled to vest based solely on continued service or employment, including all of such NRF equity awards held by NRF's directors and executive officers, will vest in accordance with their terms upon the closing of the Mergers. The number of shares that will be earned pursuant to the currently outstanding performance-based NRF equity awards that are subject to vesting based on total stockholder return over a performance period scheduled to end in 2017 or thereafter, all of which are held by certain NRF

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executive officers, was fixed pursuant to agreements entered into with such NRF executive officers in connection with the signing of the merger agreement. The number of shares that would have been earned upon the closing of the Mergers in the absence of these agreements would have been based on a vesting percentage equal to the greater of: (i) the percentage of the performance period that had elapsed through the date of the closing; or (ii) the percentage that would have been earned at the end of the performance period based on the value of the consideration received for NRF common stock in the Mergers and, if applicable, the value of the common stock of NRE, upon the closing of the Mergers. The fixed amounts were based on pre-signing stock prices and an assumed closing date in January 2017, except that Messrs. Hamamoto, Tylis and Gilbert each agreed to forfeit a majority of the shares that each was projected to earn. The portion of these performance-based equity awards that is not earned upon the closing of the Mergers will be forfeited. For additional information regarding the treatment of NRF equity awards held by NRF's directors and executive officers, refer to the section entitled "The Mergers—Interests of NRF's Directors and Executive Officers in the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Post-Closing Ownership (Page [—])

                After giving effect to all the Mergers, it is anticipated that NSAM stockholders will own approximately 32.85%, Colony stockholders will own approximately 33.25% and NRF stockholders will own approximately 33.90% of Colony NorthStar, on a fully diluted basis, excluding the effect of certain equity-based awards issuable in connection with the Mergers. In addition, as noted above, the exchange ratios may be adjusted only under certain limited circumstances as set forth in the merger agreement, which would adjust these percentages.

Post-Closing Share Repurchase Program and Planned Deleveraging Transactions (Page [—])

                Subject to the approval of the Colony NorthStar board and subject to its ability to continue to qualify as a REIT, following the closing of the Mergers, Colony NorthStar currently intends to initiate a share repurchase program under which it may repurchase shares of its class A common stock in the open market or otherwise, and/or engage in deleveraging transactions, including repayment of debt or repurchase of preferred stock, in an aggregate amount of up to $1.0 billion. There can be no assurance as to the number of shares that will be repurchased or the amount of any deleveraging transactions, and the share repurchase program and/or plans to deleverage can be discontinued at any time.

Amendment and Restatement of the Colony NorthStar Charter and Bylaws and the REIT Conversion (Page [—])

                Pursuant to the merger agreement, prior to or as of the effective time of the Redomestication merger, Colony NorthStar's charter and bylaws will be amended and restated to, among other things, include certain provisions similar to those in Colony and NRF's charters and bylaws that will help enable Colony NorthStar to qualify as a REIT. Forms of the Colony NorthStar charter and bylaws are attached as Annex B and Annex C, respectively, of this joint proxy statement/prospectus. Refer to the sections entitled "Certain Provisions of Maryland Law and of the Colony NorthStar Charter and the Colony NorthStar Bylaws" beginning on page [—] of this joint proxy statement/prospectus and "Comparison of Rights of Stockholders of NSAM, Colony and NRF with the Rights of Stockholders of Colony NorthStar" beginning on page [—] of this joint proxy statement/prospectus.

                Following the Mergers, Colony NorthStar intends to elect to be treated as a REIT, effective January 1, 2017. A company that qualifies and elects to be taxed as a REIT generally will not be subject to U.S. federal income tax on its real estate investment trust taxable income that it distributes to its stockholders. A company's qualification as a REIT under the Code depends on its ability to meet, on a continuing basis, through actual investment and operating results, various highly technical and

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complex requirements under the Code relating to, among other things, the sources of its gross income, the composition and value of its assets, its distribution levels and the diversity of ownership of its shares. The Companies believe that Colony NorthStar will be organized in conformity with the requirements for qualification and taxation as a REIT commencing with its taxable year beginning January 1, 2017. Even if Colony NorthStar qualifies as a REIT under the Code, it may be subject to some U.S. federal, state and local and foreign taxes on its income and property. Given the complex and highly technical nature of the Code requirements that Colony NorthStar must satisfy in order to qualify as a REIT, the ongoing importance of factual determinations and the possibility of future changes in Colony NorthStar's circumstances and the laws and regulations applicable to an entity that seeks to qualify as a REIT under the Code, there is no assurance that Colony NorthStar will qualify as a REIT under the Code for any particular taxable year. Refer to the section entitled "U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of Colony NorthStar and its Stockholders" beginning on page [—] of this joint proxy statement/prospectus.

Financing Related to the Mergers (Page [—])

                Colony has obtained financing commitments to fund the refinancing of certain specified borrowings of the Companies and their affiliates in connection with the consummation of the transactions contemplated by the merger agreement. The merger agreement requires Colony to use its reasonable best efforts to obtain the financing on the terms and conditions set forth in the financing commitments. The merger agreement also requires the parties to use their respective reasonable best efforts to obtain supplemental financing to the extent that Colony NorthStar is not expected to have sufficient funds to complete the transactions contemplated by the merger agreement, provided that any such effort would not reasonably be expected to result in a material adverse effect on Colony NorthStar or any of NSAM, Colony or NRF, as applicable.

The Integration Transactions (Page [—])

                Following the Colony merger, Colony NorthStar and its subsidiaries will engage in certain transactions intended to integrate the respective businesses and assets of NSAM, Colony and NRF. Such transactions are expected to include, among other things, the contribution of NRF LP to Colony OP and the consolidation of NSAM LP with and into Colony OP.

Governance of Colony NorthStar Following the Mergers (Page [—])

Location

                Following the Mergers, Colony NorthStar will maintain a significant presence in both New York, New York and Los Angeles, California.

Board of Directors

                Pursuant to the merger agreement, following the consummation of the Colony merger, the Colony NorthStar board will consist of 13 members, of whom six will be designated by NSAM and NRF, six will be designated by Colony and one will be designated jointly by the NSAM board, the Colony board and the NRF board, or one or more committees thereof.

                The identity of the directors who will serve on the Colony NorthStar board will be identified prior to the closing of the Mergers.

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Management

                The senior executive management team of Colony NorthStar is expected to be as shown in this table:

Name and Current Title(s)   Expected Position at
Colony NorthStar

Thomas J. Barrack, Jr.
currently Executive Chairman of Colony and a member of the Colony board

 
Executive Chairman

David T. Hamamoto
currently Executive Chairman of NSAM and Chairman of NRF and a member of the NSAM board and the NRF board

  Executive Vice Chairman

Richard B. Saltzman
currently Chief Executive Officer and President of Colony and a member of the Colony board

  Chief Executive Officer

Darren J. Tangen
currently Chief Financial Officer of Colony

 
Chief Financial Officer

Mark M. Hedstrom
currently Chief Operating Officer of Colony

 
Chief Operating Officer

The NSAM Special Meeting (Page [—])

                The NSAM special meeting will be held at [—], located at [—], [—], [—], on [—], 2016, commencing at [—] (Eastern Time). The NSAM special meeting is being held in order for NSAM common stockholders to consider and vote on:

    the NSAM merger proposal;

    each of the NSAM charter proposals;

    the NSAM compensation proposal; and

    the NSAM adjournment proposal.

                The NSAM board has fixed the close of business on [—], 2016 as the record date for determination of NSAM common stockholders entitled to receive notice of, and to vote at, the NSAM special meeting and any postponements or adjournments of the NSAM special meeting. Only holders of record of NSAM common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the NSAM special meeting. Each share of NSAM common stock is entitled to one vote on each of the NSAM merger proposal, the NSAM charter proposals, the NSAM compensation proposal and the NSAM adjournment proposal.

Quorum

                The holders of a majority of the outstanding shares of NSAM common stock entitled to vote on a matter at the NSAM special meeting, present in person or represented by proxy, will constitute a quorum at the NSAM special meeting. All shares of NSAM common stock, represented in person or by proxy, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the NSAM special meeting. The NSAM adjournment proposal may be approved without a quorum being present.

Vote Required

                Approval of the NSAM merger proposal and each of the NSAM charter proposals requires the affirmative vote of the holders of a majority of the outstanding shares of NSAM common stock

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entitled to vote on such proposals. If you abstain or fail to vote your shares, including shares held by a broker or other nominee, in favor of the NSAM merger proposal and NSAM charter proposals, this will have the same effect as a vote "AGAINST" such proposals. The Mergers may not be completed unless the NSAM merger proposal and each of the NSAM charter proposals are so approved.

                Approval of each of the NSAM compensation proposal and the NSAM adjournment proposal requires the affirmative vote of the holders of a majority of the shares of NSAM common stock present in person or represented by proxy at the NSAM special meeting entitled to vote on such proposal. Abstentions will have the same effect as votes "AGAINST" these proposals. Failures to vote and broker non-votes will have no effect on the approval of these proposals if a quorum is present. The NSAM adjournment proposal also may be approved without a quorum being present by the affirmative vote of the holders of a majority of the shares of NSAM common stock present or represented by proxy at the NSAM special meeting.

Recommendation of the NSAM Special Committee and the NSAM Board (Page [—])

                The NSAM special committee has unanimously: (i) determined that each of the merger agreement, the transactions contemplated by the merger agreement, including the Mergers, the Colony NorthStar charter and the other related matters and agreements described in this joint proxy statement/prospectus are advisable, fair to and in the best interests of NSAM and its stockholders; (ii) recommended that the NSAM board submit for consideration and adoption or approval by NSAM stockholders at the NSAM special meeting the Redomestication merger, the merger agreement, the Colony NorthStar charter and other related matters as described in this joint proxy statement/prospectus; and (iii) recommended that the NSAM board recommend to NSAM stockholders that they vote in favor of the adoption or approval of such matters.

                The NSAM board, following the unanimous recommendation of the NSAM special committee, has: (i) determined that each of the merger agreement, the transactions contemplated by the merger agreement, including the Mergers, the Colony NorthStar charter and the other related matters and agreements described in this joint proxy statement/prospectus are advisable, fair to and in the best interests of NSAM and its stockholders; and (ii) approved, adopted and declared advisable the Redomestication merger, the merger agreement, the Colony NorthStar charter and other related matters as described in this joint proxy statement/prospectus, as well as the other agreements related to the foregoing.

                Accordingly, the NSAM board, following the unanimous recommendation of the NSAM special committee, recommends that you vote "FOR" the NSAM merger proposal, "FOR" each of the NSAM charter proposals, "FOR" the NSAM compensation proposal and "FOR" the NSAM adjournment proposal.

The Colony Special Meeting (Page [—])

                The Colony special meeting will be held at [—], located at [—], [—], [—], on [—], 2016, commencing at [—] (Eastern Time). The Colony special meeting is being held in order for Colony common stockholders to consider and vote on:

    the Colony merger proposal;

    the Colony compensation proposal; and

    the Colony adjournment proposal.

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                The Colony board has fixed the close of business on [—], 2016 as the record date for determination of Colony common stockholders entitled to receive notice of, and to vote at, the Colony special meeting and any postponements or adjournments of the Colony special meeting. Only holders of record of Colony common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Colony special meeting. Holders of Colony class A common stock and Colony class B common stock vote together on all proposals for consideration at the Colony special meeting. Each holder of Colony class A common stock is entitled to one vote per share on each of the Colony merger proposal, the Colony compensation proposal and the Colony adjournment proposal. Thomas J. Barrack, Jr. and/or his affiliates, as the sole holders of Colony class B common stock, are entitled to 36.5 votes per share of Colony class B common stock on each of the Colony merger proposal, the Colony compensation proposal and the Colony adjournment proposal.

Quorum

                The presence in person or by proxy of stockholders entitled to cast a majority of all votes at the Colony special meeting will constitute a quorum at the Colony special meeting. All shares of Colony common stock, represented in person or by proxy, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Colony special meeting. The Colony adjournment proposal may be approved without a quorum being present.

Vote Required

                Approval of the Colony merger proposal requires the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of Colony common stock, voting together as a single class. If you abstain or fail to vote your shares, including shares held by a broker or other nominee, in favor of the Colony merger proposal, this will have the same effect as a vote "AGAINST" such proposal. The Mergers may not be completed unless the Colony merger proposal is so approved.

                Approval of each of the Colony compensation proposal and the Colony adjournment proposal each require the affirmative vote of the holders of a majority of the votes cast on such proposals. Abstentions, failures to vote and broker non-votes will have no effect on the approval of these proposals if a quorum is present. The Colony adjournment proposal also may be approved without a quorum being present by the holders of Colony common stock by the affirmative vote of the holders of a majority of the votes cast.

Recommendation of the Colony Board (Page [—])

                The Colony board, has unanimously: (i) determined that the Colony merger is advisable and in the best interests of Colony and recommended that its stockholders approve the Colony merger and the transactions contemplated by the merger agreement to the extent applicable to Colony; and (ii) approved Colony's entry into the merger agreement, the transactions contemplated by the merger agreement and other related agreements as described in this joint proxy statement/prospectus.

                Accordingly, the Colony board recommends that you vote "FOR" the Colony merger proposal, "FOR" the Colony compensation proposal and "FOR" the Colony adjournment proposal.

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The NRF Special Meeting (Page [—])

                The NRF special meeting will be held at [—], located at [—], [—], [—], on [—], 2016, commencing at [—] (Eastern Time). The NRF special meeting is being held for NRF common stockholders to consider and vote on:

    the NRF merger proposal;

    the NRF compensation proposal; and

    the NRF adjournment proposal.

                Completion of the Mergers requires, among other things, the approval of the NRF merger proposal. The approval of the NRF compensation proposal and approval of the NRF adjournment proposal is not required to complete the Mergers.

                The NRF board has fixed the close of business on [—], 2016 as the record date for determination of NRF common stockholders entitled to receive notice of, and to vote at, the NRF special meeting and any postponements or adjournments of the NRF special meeting. Only holders of record of NRF common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the NRF special meeting. Each share of NRF common stock is entitled to one vote on each of the NRF merger proposal, the NRF compensation proposal and the NRF adjournment proposal.

Quorum

                The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the NRF special meeting will constitute a quorum at the NRF special meeting. All shares of NRF common stock, represented in person or by proxy, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the NRF special meeting.

Vote Required

                Approval of the NRF merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of NRF common stock entitled to vote on such proposal. If you abstain or fail to vote your shares, including shares held by a broker or other nominee, in favor of the NRF merger proposal, this will have the same effect as a vote "AGAINST" the NRF merger proposal. The Mergers may not be completed unless the NRF merger proposal is so approved.

                Approval of the NRF compensation proposal and the NRF adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal. Abstentions, failures to vote and broker non-votes will have no effect on the approval of these proposals if a quorum is present.

Recommendation of the NRF Special Committee and the NRF Board (Page [—])

                The NRF special committee has unanimously: (i) determined that each of the merger agreement, the Mergers and related transactions contemplated by the merger agreement are advisable and in the best interests of NRF; (ii) recommended that the NRF board approve NRF's entry into the merger agreement, the transactions contemplated by the merger agreement and other related agreements as described in this joint proxy statement/prospectus; and (iii) recommended that the NRF board direct that the New NRF Holdco merger and the related transactions contemplated by the

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merger agreement be submitted for consideration at a meeting of the NRF common stockholders, and that the NRF board recommend that the holders of NRF common stock vote to approve the same.

                The NRF board, following the unanimous recommendation of the NRF special committee, has: (i) determined that each of the merger agreement, the Mergers and related transactions contemplated by the merger agreement are advisable and in the best interests of NRF; (ii) approved, subject to any stockholder approval required by law, NRF's entry into the merger agreement, the transactions contemplated by the merger agreement and other related agreements as described in this joint proxy statement/prospectus and authorized NRF to execute and deliver the merger agreement and the other related agreements described in this joint proxy statement/prospectus; and (iii) directed that the New NRF Holdco merger and related transactions contemplated by the merger agreement be submitted for consideration at a meeting of the NRF common stockholders, with the recommendation that holders of NRF common stock vote to approve the same.

                Accordingly, the NRF board, following the unanimous recommendation of the NRF special committee, recommends that you vote "FOR" the NRF merger proposal, "FOR" the NRF compensation proposal and "FOR" the NRF adjournment proposal.

Opinion of the NSAM Special Committee's Financial Advisor (Page [—] and Annex D)

                The NSAM special committee retained Evercore Group L.L.C., which we refer to as Evercore, as financial advisor to the NSAM special committee in connection with the Mergers and related transactions contemplated by the merger agreement. In connection with this engagement, the NSAM special committee requested that Evercore evaluate the fairness, from a financial point of view, to the holders of the NSAM common stock, after giving effect to the payment of the NSAM special dividend, of the NRF exchange ratio, the Colony class A exchange ratio and the Colony class B exchange ratio. On June 2, 2016, Evercore rendered to the NSAM special committee its oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of such date, to the effect that, as of such date and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in Evercore's written opinion, the NRF exchange ratio, the Colony class A exchange ratio and the Colony class B exchange ratio were fair, from a financial point of view, to the holders of NSAM common stock.

                The full text of Evercore's written opinion, dated June 2, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Evercore in delivering its opinion, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference in its entirety. Evercore's financial advisory services and opinion were provided for the information and assistance of the NSAM special committee (in their capacity as members of the NSAM special committee and not in any other capacity) in connection with and for purposes of its consideration of the Mergers and Evercore's opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of NSAM common stock of the NRF exchange ratio, the Colony class A exchange ratio and the Colony class B exchange ratio. Evercore's opinion did not address any other term or aspect of the merger agreement or the Mergers and does not constitute a recommendation to any stockholder of NSAM or any other person as to how such stockholder or other person should vote with respect to the Mergers or otherwise act with respect to any other matter.

Opinion of NSAM's Financial Advisor (Page [—] and Annex E)

                NSAM retained Goldman, Sachs & Co., which we refer to as Goldman Sachs, as its financial advisor in connection with the Mergers and related transactions contemplated by the merger agreement. In connection with this engagement, the NSAM board requested that Goldman Sachs

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evaluate the fairness, from a financial point of view, to the holders (other than Colony, NRF and their respective affiliates) of the NSAM common stock, as of June 2, 2016 and taking into account the NSAM special dividend, the NRF merger and the Colony merger, of the NSAM exchange ratio, pursuant to the merger agreement. On June 2, 2016, Goldman Sachs rendered to the NSAM board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of such date, that, as of such date and based upon and subject to the factors and assumptions as set forth in Goldman Sachs' written opinion, and taking into account the NSAM special dividend, the NRF merger and the Colony merger, the NSAM exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders (other than NRF, Colony and their respective affiliates) of NSAM common stock.

                The full text of Goldman Sachs' written opinion, dated June 2, 2016, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Goldman Sachs in connection with its opinion, is attached as Annex E to this joint proxy statement/prospectus and is incorporated herein by reference in its entirety. Goldman Sachs' financial advisory services and opinion were provided for the information and assistance of the NSAM board in connection with and for purposes of its consideration of the transactions contemplated by the merger agreement. The Goldman Sachs opinion is not a recommendation as to how any holder of NSAM's common stock should vote with respect to the transaction contemplated by the merger agreement or any other matter.

Opinion of Colony's Financial Advisor (Page [—] and Annex F)

                Colony has engaged Merrill Lynch, Pierce, Fenner & Smith Incorporated, which we refer to as BofA Merrill Lynch, as its financial advisor in connection with the Colony merger. In connection with the Colony merger, BofA Merrill Lynch delivered a written opinion, dated June 2, 2016, to the Colony board as to the fairness, from a financial point of view and as of such date, to the holders of Colony class A common stock of the Colony class A exchange ratio provided for in the Colony merger.

                The full text of BofA Merrill Lynch's written opinion, dated June 2, 2016, is attached as Annex F to this joint proxy statement/prospectus and sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by BofA Merrill Lynch in rendering its opinion. BofA Merrill Lynch delivered its opinion to the Colony board for the benefit and use of the Colony board (in its capacity as such) in connection with and for purposes of its evaluation of the Colony class A exchange ratio from a financial point of view. BofA Merrill Lynch's opinion did not address any related transactions or other terms or other aspects or implications of the Colony merger and no opinion or view was expressed as to the relative merits of the Colony merger or related transactions in comparison to other strategies or transactions that might be available to Colony or in which Colony might engage or as to the underlying business decision of Colony to proceed with or effect the Colony merger or any related transactions. BofA Merrill Lynch also expressed no opinion or recommendation as to how any security holder should vote or act in connection with the Colony merger, any related transactions or any other matter.

Opinion of the NRF Special Committee's Financial Advisor (Page [—] and Annex G)

                The NRF special committee retained UBS Securities LLC, which we refer to as UBS, as financial advisor to the NRF special committee in connection with the Mergers and related transactions contemplated by the merger agreement. In connection with this engagement, the NRF special committee requested that UBS evaluate the fairness, from a financial point of view, to the holders of NRF common stock (other than NSAM, Colony NorthStar, Colony and their affiliates), after giving effect to the Redomestication merger, the New NRF Holdco merger and the Colony merger, of the NRF exchange ratio. On June 2, 2016, UBS rendered to the NRF special committee its oral opinion,

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which was subsequently confirmed by delivery of a written opinion, to the effect that, as of such date and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in UBS' written opinion, the NRF exchange ratio was fair, from a financial point of view, to the holders of NRF common stock (other than NSAM, Colony, Colony NorthStar and their affiliates).

                The full text of UBS' opinion describes the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by UBS. UBS' opinion is attached as Annex G to this joint proxy statement/prospectus and is incorporated herein by reference. Holders of NRF common stock are encouraged to read UBS' opinion carefully in its entirety. UBS' opinion was provided for the benefit of the NRF special committee (in its capacity as such) in connection with, and for the purpose of, its evaluation of the NRF exchange ratio, and does not address any other aspect of the Mergers or any related transaction. UBS' opinion does not address the relative merits of the Mergers or any related transaction as compared to other business strategies or transactions that might be available to NRF or NRF's underlying business decision to effect the Mergers or any related transaction. UBS' opinion does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Mergers or any related transaction.

Stock Ownership and Voting of Directors and Executive Officers of NSAM (Page [—])

                As of the close of business on the record date for the NSAM special meeting, there were [—] shares of NSAM common stock outstanding and entitled to vote. As of the same date, the directors and executive officers of NSAM and their affiliates held and were entitled to vote [—] shares of NSAM common stock, collectively representing approximately [—]% of the shares of NSAM common stock outstanding and entitled to vote on that date. Approval of the NSAM merger proposal and each of the NSAM charter proposals requires the affirmative vote of the holders of a majority of the outstanding shares of NSAM common stock entitled to vote on such proposal. The directors and executive officers of NSAM have each indicated that they expect to vote "FOR" the NSAM merger proposal, "FOR" each of the NSAM charter proposals, "FOR" the NSAM compensation proposal and "FOR" the NSAM adjournment proposal. The following directors and/or executive officers of NSAM have executed a voting and support agreement pursuant to which they have agreed to vote "FOR" each of the proposals to be considered at the NSAM special meeting: David T. Hamamoto, Albert Tylis and Daniel Gilbert. Refer to the section entitled "Certain Beneficial Ownership of NSAM Common Stock—Ownership of Equity Securities of NSAM by Directors and Executive Officers" beginning on page [—] of this joint proxy statement/prospectus.

Stock Ownership and Voting of Directors and Executive Officers of Colony (Page [—])

                As of the close of business on the record date for the Colony special meeting, there were [—] shares of Colony common stock outstanding and entitled to vote. As of the same date, the directors and executive officers of Colony and their affiliates held and were entitled to vote [—] shares of Colony class A common stock, collectively representing approximately [—]% of the shares of Colony class A common stock outstanding and entitled to vote on that date. At the close of business on [—], Thomas J. Barrack, Jr., Colony's Executive Chairman, or entities controlled by him, held and was entitled to vote [—] shares of Colony class B common stock, representing 100% of the shares of Colony class B common stock outstanding and entitled to vote on that date. Approval of the Colony merger proposal requires the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of Colony common stock, voting together as a single class. The directors and executive officers of Colony have each indicated that they expect to vote "FOR" the Colony merger proposal, "FOR" the Colony compensation proposal and "FOR" the Colony adjournment proposal. In addition, the following directors and/or executive officers of Colony have executed a voting and support agreement pursuant to which they have agreed to vote "FOR" the

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approval of the Colony merger and related transactions contemplated by the merger agreement: Thomas J. Barrack, Jr. and Richard B. Saltzman. Refer to the section entitled "Certain Beneficial Ownership of Colony Common Stock" beginning on page [—] of this joint proxy statement/prospectus.

Stock Ownership and Voting of Directors and Executive Officers of NRF (Page [—])

                As of the close of business on the record date for the NRF special meeting, there were [—] shares of NRF common stock outstanding and entitled to vote. As of the same date, the directors and executive officers of NRF and their affiliates held and were entitled to vote [—] shares of NRF common stock, collectively representing approximately [—]% of the shares of NRF common stock outstanding and entitled to vote on that date. Approval of the NRF merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of NRF common stock entitled to vote on such proposal. The directors and executive officers of NRF have each indicated that they expect to vote "FOR" the NRF merger proposal, "FOR" the NRF compensation proposal and "FOR" the NRF adjournment proposal. The following directors and/or executive officers of NRF have executed a voting and support agreement pursuant to which they have agreed to vote "FOR" each of the proposals to be considered at the NRF special meeting: David T. Hamamoto, Albert Tylis and Daniel Gilbert. Refer to the section entitled "Certain Beneficial Ownership of NRF Common Stock—Ownership of Equity Securities of NRF by Directors and Executive Officers" beginning on page [—] of this joint proxy statement/prospectus.

Interests of NSAM's Directors and Executive Officers in the Mergers (Page [—])

                In considering the recommendation of the NSAM special committee and the NSAM board with respect to the proposed Mergers, you should be aware that directors and executive officers of NSAM may have certain interests in the Mergers that may be different from, or in addition to, the interests of NSAM's stockholders generally. The NSAM special committee and the NSAM board were aware of and considered these interests, among other matters, in evaluating and, in the case of the NSAM special committee, negotiating the merger agreement and Mergers and in recommending that the NSAM merger proposal and related proposals be adopted by the stockholders of NSAM. These interests include, but are not limited to, the following:

    accelerated vesting upon the closing of the Mergers of an agreed upon portion of the performance-based equity awards held by the NSAM executive officers that are outstanding or are to be granted for 2016;

    accelerated vesting upon the closing of the Mergers of all of the time-based equity awards held by NSAM's directors and executive officers that are outstanding or are to be granted for 2016;

    the payment of cash and long-term equity bonuses for 2016 to the NSAM executive officers based on agreed upon bonus pool amounts (which amounts could be higher or lower than the amounts that otherwise would have been calculated after the end of 2016 using 2016 results pursuant to the previously granted bonus award notices and reflect a 41% reduction in the long term bonus pool amounts from 2015), which were fixed in order to assist with the establishment of the exchange ratios in the merger agreement and NSAM's agreement not to utilize its negative discretion to reduce the size of the bonuses awarded to Ms. Hess and Mr. Lieberman; and

    equity awards to be granted to Messrs. Hamamoto, Tylis, Gilbert and Lieberman and Ms. Hess by Colony NorthStar following the closing of the Mergers.

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                You should also be aware of the significant concessions that were agreed to by the NSAM executive officers in connection with the signing of the merger agreement, which the NSAM special committee and the NSAM board were also aware of and considered, among other matters, in evaluating and negotiating the merger agreement and Mergers and in recommending that the NSAM merger proposal and related proposals be adopted by the stockholders of NSAM. These include, but are not limited to, the following:

    the agreement by the NSAM executive officers to forego all cash severance that they would have been entitled to receive if they voluntarily terminated their employment following the Mergers;

    the agreement by the NSAM executive officers to receive unvested equity awards of Colony NorthStar with an aggregate value that is approximately $52 million less than the estimated cash severance that these executives would have been entitled to receive if they voluntarily terminated their employment following the Mergers, with Messrs. Hamamoto, Tylis and Gilbert bearing the full amount of such reduction;

    the agreement by the NSAM executive officers to provide services to Colony NorthStar during the full year of 2017 following the Mergers for no additional compensation other than a nominal annual base salary equal to $1.00;

    the agreement by Messrs. Hamamoto, Tylis and Gilbert to forfeit a majority of the performance-based equity awards that each was projected to earn upon the closing of the Mergers based on information available prior to the signing of the merger agreement; and

    the agreement by all of the NSAM executive officers to modify their non-competition agreements to provide that these agreements will apply for at least 12 months after the closing of the Mergers in the event of any termination of employment.

Interests of Colony's Directors and Executive Officers in the Mergers (Page [—])

                In considering the recommendation of the Colony board with respect to the proposed Mergers, you should be aware that directors and executive officers of Colony may have certain interests in the Mergers that may be different from, or in addition to, the interests of Colony's stockholders generally. The Colony board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and Mergers, and in recommending that the Colony merger proposal and related proposals be approved by the stockholders of Colony. These interests include, but are not limited to, the following:

    accelerated vesting upon the closing of the Mergers of the outstanding equity awards held by Colony's non-employee directors under Colony's 2009 Non-Executive Director Stock Plan;

    accelerated vesting of the outstanding equity awards held by the Colony executive officers if their employment is terminated in certain circumstances within 12 months of the closing of the Mergers; and

    for certain of the Colony executive officers, cash severance and other benefits that may be received in the event of certain terminations of their employment (which are provided without regard to the occurrence of the Mergers and without any enhancement as a result of the Mergers).

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Interests of NRF's Directors and Executive Officers in the Mergers (Page [—])

                In considering the recommendation of the NRF special committee and the NRF board with respect to the proposed Mergers, you should be aware that directors and executive officers of NRF may have certain interests in the Mergers that may be different from, or in addition to, the interests of NRF's stockholders generally. The NRF special committee and the NRF board were aware of and considered these interests, among other matters, in evaluating and, in the case of the NRF special committee, negotiating the merger agreement and Mergers and in recommending that the NRF merger proposal and related proposals be adopted by the stockholders of NRF. These interests include, but are not limited to, the following:

    the interests of Messrs. Hamamoto, Tylis, Gilbert and Lieberman and Ms. Hess that are summarized above in the section entitled "—Interests of NSAM's Directors and Executive Officers in the Mergers";

    accelerated vesting upon the closing of the Mergers of all of the time-based equity awards held by NRF's directors and Mr. Langer; and

    cash severance and other benefits that may be received by Mr. Langer if his employment is terminated in certain circumstances in connection with or within 12 months after the Mergers.

Listing of Shares of Colony NorthStar (Page [—])

                Approval of the listing on the NYSE of Colony NorthStar class A common stock and Colony NorthStar preferred stock to be issued in the Mergers pursuant to the merger agreement is a condition to each Company's obligation to complete the Mergers, subject to official notice of issuance prior to the closing of the Mergers. It is expected that Colony NorthStar class A common stock will trade on the NYSE under the symbol "CLNS." If the Mergers are completed, shares of NSAM common stock, Colony class A common stock, Colony preferred stock, NRF common stock and NRF preferred stock will be deregistered under the Exchange Act.

No Stockholder Appraisal Rights in the Mergers (Page [—])

                NSAM stockholders, Colony stockholders and NRF stockholders are not entitled to exercise appraisal rights in connection with the Mergers.

Conditions to Completion of the Mergers (Page [—])

                The obligations of each of NSAM, Colony and NRF to effect the Mergers are subject to the satisfaction or waiver of the following conditions at or prior to the closing:

    the receipt at the NSAM special meeting of the affirmative vote of the holders of a majority of the outstanding shares of NSAM common stock entitled to vote at the NSAM special meeting to approve the NSAM merger proposal and each of the NSAM charter proposals, which we refer to as the NSAM stockholder approval;

    the receipt at the Colony special meeting of the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of Colony common stock, voting together as a single class, to approve the Colony merger proposal, which we refer to as the Colony stockholder approval;

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    the receipt at the NRF special meeting of the affirmative vote of the holders of a majority of the outstanding shares of NRF common stock entitled to vote at the NRF special meeting to approve the NRF merger proposal, which we refer to as the NRF stockholder approval;

    the receipt of regulatory approvals and the expiration or termination of any applicable waiting periods;

    the absence of any governmental authority of competent jurisdiction enacting any law or similar decree or taking any action to prevent or prohibit the consummation of the Mergers;

    the effectiveness of the registration statement on Form S-4 filed by Colony NorthStar with the SEC, which includes this joint proxy statement/prospectus and the absence of any stop order or proceeding seeking a stop order, in each case with respect to the Mergers;

    the listing of Colony NorthStar class A common stock and each series of Colony NorthStar preferred stock on the NYSE; and

    the sale or other disposition of NSAM's investment in Island Hospitality Management Inc. (carrying value of approximately $39.5 million as of March 31, 2016) which could adversely affect Colony NorthStar's ability to qualify as a REIT.

                The merger agreement also provides that no party will be required to consummate the Mergers or be in breach of any obligation under the merger agreement to consummate the Mergers or otherwise be liable to any other party in connection with a failure to consummate the Mergers if, subject to certain conditions, financing is unavailable and the combined company, upon consummation of the Mergers, will not have sufficient unrestricted cash on hand available to repay certain specified borrowings and all transaction expenses of the parties to the merger agreement in connection with the Mergers.

                In addition, NSAM's obligation to effect the Mergers is subject to the satisfaction or waiver at or prior to the closing of each of the following conditions:

    the representations and warranties of Colony being true and correct to the extent required and subject to the applicable materiality standards set forth in the merger agreement; Colony having complied with and performed in all material respects all covenants and other agreements required to be performed by it under the merger agreement on or before the closing; and the receipt by NSAM of a certificate executed on behalf of Colony by an appropriate officer certifying the satisfaction of the foregoing;

    the representations and warranties of NRF being true and correct to the extent required and subject to the applicable materiality standards set forth in the merger agreement; NRF and New NRF Parent having complied with and performed in all material respects all covenants and other agreements required to be performed by them under the merger agreement on or before the closing; and the receipt by NSAM of a certificate executed on behalf of NRF and New NRF Parent by an appropriate officer certifying the satisfaction of the foregoing;

    the receipt of opinions of counsel that: (i) each of New NRF Parent (including NRF in its capacity as predecessor to New NRF Parent), commencing with its taxable year of formation through the effective time of the NRF merger, and Colony, commencing with the taxable year of its formation through the effective time of the Colony merger, has met the requirements for qualification and taxation as a REIT, under the Code; (ii) the applicable Mergers contemplated by the merger agreement will qualify as tax-free reorganizations under the

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      Code; and (iii) Colony NorthStar is not, and as a result of the consummation of the Mergers contemplated by the merger agreement will not be, required to register as an investment company under the Investment Company Act; and

    the absence of a material adverse effect with respect to Colony or NRF.

                Notwithstanding the foregoing, NSAM's ability to invoke: (i) a failure on the part of NRF, or any of NRF's subsidiaries party to the merger agreement, to comply with or perform the covenants and agreements under the merger agreement; or (ii) a breach by NRF, or any of NRF's subsidiaries party to the merger agreement, of a representation or warranty under the merger agreement as a basis not to consummate the transactions contemplated by the merger agreement is limited by the NSAM/NRF side agreement. Refer to the section entitled "Other Related Agreements—The NSAM/NRF Side Agreement" beginning on page [—] of this joint proxy statement/prospectus.

                In addition, Colony's obligation to effect the Mergers is subject to the satisfaction or waiver at or prior to the closing of each of the following conditions:

    the representations and warranties of NSAM being true and correct to the extent required and subject to the applicable materiality standards set forth in the merger agreement; NSAM and Colony NorthStar having complied with and performed in all material respects all conditions and other agreements required to be performed by them under the merger agreement on or before the closing; and the receipt by Colony of a certificate executed on behalf of NSAM and Colony NorthStar by an appropriate officer certifying the satisfaction of the foregoing;

    the representations and warranties of NRF being true and correct to the extent required and subject to the applicable materiality standards set forth in the merger agreement; NRF and New NRF Parent having complied with and performed in all material respects all covenants and other agreements required to be performed by them under the merger agreement on or before the closing; and the receipt by Colony of a certificate executed on behalf of NRF and New NRF Parent by an appropriate officer certifying the satisfaction of the foregoing;

    the receipt of opinions of counsel that: (i) each of Colony NorthStar, commencing with the taxable year beginning January 1, 2017, and New NRF Parent (including NRF in its capacity as predecessor to New NRF Parent), commencing with its taxable year of formation through the effective time of the NRF merger, has met or will meet the requirements for qualification and taxation as a REIT under the Code; (ii) the applicable Mergers contemplated by the merger agreement will qualify as tax-free reorganizations under the Code; and (iii) Colony NorthStar is not, and as a result of the consummation of the Mergers contemplated by the merger agreement will not be, required to register as an investment company under the Investment Company Act;

    the receipt of a study, which we refer to as the NSAM E&P study, by a nationally recognized independent accounting firm, with respect to the "earnings and profits" for U.S. federal income tax purposes of NSAM and NorthStar Asset Management Group Ltd, which we refer to as NSAM Jersey, as of the beginning of January 1, 2017, that would constitute "earnings and profits accumulated in any non-REIT year"; and

    the absence of a material adverse effect with respect to NSAM and NRF.

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                In addition, NRF's obligation to effect the Mergers is subject to the satisfaction or waiver at or prior to the closing of each of the following conditions:

    the representations and warranties of NSAM being true and correct to the extent required and subject to the applicable materiality standards set forth in the merger agreement; NSAM and Colony NorthStar having complied with and performed in all material respects all covenants and other agreements required to be performed by them under the merger agreement on or before the closing; and the receipt by NRF of a certificate executed on behalf of NSAM and Colony NorthStar by an appropriate officer certifying the satisfaction of the foregoing;

    the representations and warranties of Colony being true and correct to the extent required and subject to the applicable materiality standards set forth in the merger agreement; Colony having complied with and performed in all material respects all covenants and other agreements required to be performed by it under the merger agreement on or before the closing and the receipt by NRF of a certificate executed on behalf of Colony by an appropriate officer certifying the satisfaction of the foregoing;

    the receipt of legal opinions that: (i) each of Colony NorthStar, commencing with the taxable year beginning January 1, 2017, and Colony, commencing with its taxable year of formation through the effective time of the Colony merger, has met or will meet the requirements for qualification and taxation as a REIT under the Code; (ii) the applicable Mergers contemplated by the merger agreement will qualify as tax-free reorganizations under the Code; and (iii) Colony NorthStar is not, and as a result of the consummation of the Mergers contemplated by the merger agreement will not be, required to register as an investment company under the Investment Company Act;

    the receipt of the NSAM E&P study; and

    the absence of a material adverse effect with respect to NSAM and Colony.

                None of NSAM, Colony or NRF can give any assurance as to when or if all of the conditions to the consummation of the Mergers or any other transactions contemplated by the merger agreement will be satisfied or waived or that the Mergers will occur.

                For additional information regarding the conditions to the consummation of the Mergers and a complete list of such conditions, refer to the sections entitled "The Merger Agreement—Conditions to Completion of the Mergers" beginning on page [—] of this joint proxy statement/prospectus and "Risk Factors—Risks Relating to the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Regulatory Approvals in Connection with the Mergers (Page [—])

                As noted above, completion of the Mergers is subject to the receipt of certain required regulatory approvals, including those of the Financial Industry Regulatory Authority, the U.K. Financial Conduct Authority and the French Autorité des Marchés Financiers, required as a result of actual or deemed "changes in control" of certain regulated entities of the parties, or a confirmation that no such approval will be required.

                Each of NSAM, Colony and NRF has agreed to use its reasonable best efforts to take all actions necessary, proper or desirable to complete the Mergers and related transactions contemplated by the merger agreement, including to obtain required regulatory approvals.

                None of NSAM, Colony or NRF can give any assurance as to when or if such regulatory approvals will be obtained, or the conditions upon which they may be obtained.

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No Solicitation or Negotiation of Acquisition Proposals (Page [—])

No Solicitation (Page [—])

                Each of NSAM, Colony and NRF has agreed that it will not, and it will cause each of its subsidiaries and its and their respective representatives to not:

    solicit, initiate or knowingly encourage or knowingly facilitate inquires or proposals for, or engage in any negotiations concerning, or provide any confidential or non-public information or data to, or have any discussions with, any person relating to any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, as applicable, an NSAM acquisition proposal, a Colony acquisition proposal or an NRF acquisition proposal (each as defined in the section entitled "The Merger Agreement—Covenants and Agreements—No Solicitation or Negotiation of Acquisition Proposals" beginning on page [—] of this joint proxy statement/prospectus);

    engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, as applicable, an NSAM acquisition proposal, a Colony acquisition proposal or an NRF acquisition proposal; or

    approve, recommend or enter into any letter of intent or similar document, agreement, commitment or agreement in principle with respect to, as applicable, an NSAM acquisition proposal, a Colony acquisition proposal or an NRF proposal.

                Notwithstanding those restrictions, however, each of NSAM, Colony and NRF will be permitted to waive or not to enforce any provision of any confidentiality, "standstill" or similar obligation to permit a person to make a confidential NSAM acquisition proposal, Colony acquisition proposal or NRF acquisition proposal, as applicable, directly to the NSAM board, the Colony board, the NRF board or a duly authorized committee thereof, if the NSAM board, Colony board or NRF board, as applicable, or a duly authorized committee thereof, determines in good faith that any such failure to waive or to not enforce would result in a breach of its duties under applicable law.

Negotiation of Acquisition Proposals (Page [—])

                Notwithstanding the restrictions described above, prior to receiving the NSAM stockholder approval, the Colony stockholder approval or the NRF stockholder approval, as applicable, NSAM, Colony or NRF may, after providing notice to the other parties:

    provide information in response to a request by a person who has made a bona fide written acquisition proposal that did not result from a material breach of the non-solicitation obligations described above if the party receiving such acquisition proposal receives from the person requesting such information an executed confidentiality agreement satisfying certain requirements; and

    engage or participate in any discussions or negotiations with any person who has made an unsolicited bona fide written acquisition proposal, if the board of the party receiving such proposal, or a duly authorized committee thereof, has determined in good faith based on information then available and after consultation with its outside legal counsel and outside financial advisors that such acquisition proposal either constitutes or could reasonably be expected to lead to an NSAM superior proposal, a Colony superior proposal or an NRF

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      superior proposal (each as defined in the section entitled "The Merger Agreement—Covenants and Agreements—No Solicitation or Negotiation of Acquisition Proposals" beginning on page [—] of this joint proxy statement/prospectus), as applicable.

No Change in Recommendation or Alternative Acquisition (Page [—])

                Under the merger agreement, each of the NSAM board, Colony board and NRF board, or any committee thereof, generally may not take the following actions (any of which we refer to as a change of recommendation):

    change, withhold, withdraw, qualify or modify or publicly propose or announce or authorize or resolve to, or announce its intention to change, withhold, withdraw, qualify or modify, in each case in a manner adverse to the other parties, the NSAM board recommendation, the Colony board recommendation or the NRF board recommendation (each as defined in the section entitled "The Merger Agreement—No Solicitation and Change in Recommendation" beginning on page [—] of this joint proxy statement/prospectus), as applicable;

    authorize, approve, declare advisable, adopt or recommend or propose to publicly authorize, approve, declare advisable, adopt or recommend, any NSAM acquisition proposal, Colony acquisition proposal or NRF acquisition proposal, as applicable;

    authorize, cause or permit its Company to enter into any alternative acquisition agreement (as described in the section entitled "The Merger Agreement—Covenants and Agreements—No Solicitation and or Negotiation of Acquisition Proposals" beginning on page [—] of this joint proxy statement/prospectus) for any NSAM acquisition proposal, Colony acquisition proposal or NRF acquisition proposal, as applicable; or

    fail to include the NSAM board recommendation, the Colony board recommendation or the NRF board recommendation in this joint proxy statement/prospectus.

                Notwithstanding these restrictions, prior to receiving the NSAM stockholder approval, the Colony stockholder approval or the NRF stockholder approval, as applicable, and so long as NSAM, Colony or NRF is in compliance with the non-solicitation obligations described above in all material respects, each of the NSAM board, Colony board and NRF board, or a duly authorized committee thereof, may effect a change of recommendation, in response to an intervening event or a superior proposal that was not withdrawn at the time of the change of recommendation, if the NSAM board, Colony board or NRF board, as applicable, or any committee thereof, determines in good faith after consultation with its outside legal counsel that to do otherwise would be inconsistent with its duties under applicable law. Prior to any such action being taken, the party who intends to effect a change of recommendation must provide written notice to the other parties advising such parties of its intention and the reasons therefor and take the other actions described in the section entitled "The Merger Agreement—Covenants and Agreements—No Solicitation or Negotiation of Acquisition Proposals" beginning on page [—] of this joint proxy statement/prospectus, including engaging in negotiation, in good faith, with the other parties to determine whether any revisions to the terms of the merger agreement would make the applicable proposal received no longer a "superior proposal."

Termination (Page [—])

                The merger agreement may be terminated:

    by mutual consent of NSAM, Colony and NRF in a written instrument at any time prior to the effective time of the NRF merger;

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    by any of NSAM, Colony or NRF at any time prior to the effective time of the Mergers:

    o
    if the effective time of the NRF merger has not occurred by the close of business on March 17, 2017, which we refer to as the outside date, provided that the right to terminate will not be available to any party whose failure to comply with any provision of the merger agreement has been the cause of, or materially contributed to, the failure of the NRF merger effective time to occur on or before such date (we refer to a termination of the merger agreement for this reason as an outside date termination);

    o
    if the NSAM stockholder approval, the Colony stockholder approval or the NRF stockholder approval is not obtained (we refer to a termination of the merger agreement for this reason as a stockholder no-vote termination);

    o
    if any required regulatory approval is denied by final, non-appealable action or if any injunction prohibiting the Mergers becomes final, provided that the right to terminate for this reason will not be available to any party whose failure to comply with any provision of the merger agreement has been the cause of, or materially contributed to, such action;

    by any of NSAM, Colony or NRF, as applicable, at any time prior to the effective time of the NRF merger:

    o
    if, subject to cure rights, either of the other two parties has breached any of its representations, warranties, covenants or agreements under the merger agreement or any representations and warranties become untrue after the date of the merger agreement, in each case such that the conditions to the other parties' obligations to complete the Mergers would not be satisfied (we refer to a termination of the merger agreement for this reason as a termination for non-curable breach);

    o
    if any of the NSAM board, Colony board or the NRF board or a duly authorized committee thereof has made a change of recommendation (we refer to a termination of the merger agreement for this reason as a termination for change of recommendation);

    o
    prior to the NSAM stockholder approval, the Colony stockholder approval or the NRF stockholder approval being obtained, in order to enter into a definitive agreement with respect to a superior proposal in compliance with the terms of the merger agreement (we refer to a termination of the merger agreement for this reason as a termination for superior proposal); or

    o
    if NSAM, Colony or NRF has breached the non-solicitation covenant, or the covenant regarding this joint proxy statement/prospectus or the covenants regarding the stockholders meeting for the purpose of obtaining the NSAM stockholder approval, the Colony stockholder approval or the NRF stockholder approval, as applicable (we refer to a termination of the merger agreement for this reason as a termination for breach of solicitation-related covenants).

                The foregoing four termination rights are not available to any party whose breach, change of recommendation or failure to obtain stockholder approval gave rise to the termination right.

                Notwithstanding the foregoing, NSAM's ability to invoke: (i) a failure on the part of NRF, or any of NRF's subsidiaries party to the merger agreement, to comply with or perform the covenants and agreements under the merger agreement; or (ii) a breach by NRF, or any of NRF's subsidiaries party to the merger agreement, of a representation or warranty under the merger agreement as a basis to

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terminate the merger agreement is limited by the NSAM/NRF side agreement. Refer to the section entitled "Other Related Agreements—The NSAM/NRF Side Agreement" beginning on page [—] of this joint proxy statement/prospectus.

Termination Fees and Transaction Expenses (Page [—])

                Upon termination of the merger agreement in the following circumstances the party who terminated or whose actions gave rise to the termination, as applicable, will be required to pay a termination fee of $92 million, to be split equally between the other two parties:

    a termination for superior proposal has occurred;

    a termination for change of recommendation has occurred;

    a termination for breach of solicitation-related covenants has occurred;

    an alternative acquisition proposal is publicly proposed or disclosed and is not withdrawn within the time period set forth in the merger agreement, and

    o
    any of: (i) a termination for non-curable breach has occurred; (ii) an outside date termination has occurred; or (iii) a stockholder no-vote termination has occurred; and

    o
    the party (directly or through its subsidiaries) has entered into a definitive agreement in respect of any alternative acquisition proposal or consummated the applicable alternative acquisition proposal (in each case, other than an alternative acquisition proposal involving the other two parties directly or through their respective subsidiaries) within 12 months of the termination of the merger agreement.

                The merger agreement further provides that if: (i) any of (A) a stockholder no-vote termination has occurred; (B) an outside date termination has occurred; or (C) a termination for non-curable breach has occurred; and (ii) within 12 months of such termination, the party causing such termination enters into an agreement with respect to a business combination with either of the other two Companies (directly or through subsidiaries), then, concurrently with the consummation of such business combination, the two parties who are involved in such business combination will be required to pay a termination fee of $92 million jointly to the third party, less any transaction expenses that were already paid by them to the third party pursuant to the terms of the merger agreement.

                Each party would be required to reimburse to the other parties their transaction expenses of up to $10 million per party if either: (i) a stockholder no-vote termination has occurred with respect to such party's stockholders; or (ii) a termination for non-curable breach by such party has occurred. This amount would be deducted from any payment of a full termination fee of $92 million as described in the paragraph immediately above.

                Notwithstanding the foregoing, NSAM and NRF have separately agreed, that should a termination fee become payable by NRF to NSAM, NSAM will waive the portion of such termination fee in excess of $3 million owed to it. For additional information regarding termination fees, refer to the sections entitled "The Merger Agreement—Termination of the Merger Agreement—Termination Fees" and "—Payment of Transaction Expenses upon Termination" beginning on page [—] of this joint proxy statement/prospectus and the section entitled "Other Related Agreements—The NSAM/NRF Side Agreement" beginning on page [—] of this joint proxy statement/prospectus.

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Specific Performance (Page [—])

                Each party is entitled to seek specific performance and injunctive relief to prevent breaches of the merger agreement and to enforce the terms of the merger agreement in addition to any other remedy to which the parties are entitled at law or in equity; however, no party will be in breach of its obligation to consummate the Mergers or otherwise have any liability to any other party in connection with a failure to consummate the Mergers, in each case, if the financing is unavailable and the combined company, upon consummation of the Mergers, would not have sufficient unrestricted cash to repay certain specified indebtedness and all transaction expenses.

U.S. Federal Income Tax Consequences (Page [—])

                The parties intend for each of (i) the Redomestication merger and (ii) the New NRF Holdco merger together with the LLC conversion to qualify as a reorganization under Section 368(a)(1)(F) of the Code and for each of the NRF merger and the Colony merger to qualify as a reorganization under Section 368(a) of the Code. It is a condition to the closing of the Mergers that: (i) Skadden, or other counsel reasonably acceptable to the parties, deliver to NSAM an opinion that the Redomestication merger will qualify as a reorganization under Section 368(a)(1)(F) of the Code; (ii) Vinson & Elkins, or other counsel reasonably acceptable to the parties, deliver to NRF an opinion that the New NRF Holdco merger together with the LLC conversion will qualify as a reorganization under Section 368(a)(1)(F) of the Code; and (iii) each of NSAM, Colony and NRF receive from its counsel (Skadden, Hogan Lovells and Vinson & Elkins, respectively, or other counsel reasonably acceptable to the parties) an opinion that each of the NRF merger and the Colony merger will qualify as a reorganization under Section 368(a) of the Code. On the basis of the foregoing opinions, a U.S. Holder (as defined on page [—]) of NSAM, Colony or NRF common stock will generally not recognize any gain or loss for U.S. federal income tax purposes as a result of the Mergers, except with respect to cash received in lieu of fractional shares in connection with the Mergers.

                In addition, the parties expect that the stockholders of NSAM, Colony and NRF will be subject to tax on any special dividends declared or paid prior to the Mergers.

                The particular consequences of the Mergers to each common and preferred stockholder depend on such holder's particular facts and circumstances. Stockholders are urged to consult their tax advisors to understand fully the consequences to them of the Mergers in their specific circumstances.

Accounting Treatment of the Mergers (Page [—])

                The Mergers will be accounted for as an integrated business combination transaction by NSAM in accordance with Accounting Standards Codification Topic 805, Business Combinations. In applying the acquisition method specified by this guidance, it is necessary to identify an accounting acquirer which, in a transaction in which consideration consists solely of shares, is generally the entity that issues the shares. Other factors to consider, however, in identifying an accounting acquirer include, but are not limited to, the relative size of the merging companies, the relative voting interests of the respective stockholders, the composition of senior management, the composition of the board of directors, the existences of a large minority voting interest and the terms of the exchange of equity interests.

                After consideration of these factors, NSAM has been identified as the accounting acquirer. In reaching this conclusion, emphasis was placed on the relative size of the merging Companies and the relative voting interests of the respective stockholders subsequent to the Mergers, including the effects of the Colony NorthStar class B common stock and Colony NorthStar equity awards to be issued in connection with the Mergers and the pre-existing relationships between NSAM and NRF, together with

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the fact that NSAM initiated the transactions and will issue its shares as consideration. No premium will be paid to any stockholder group and a large minority voting interest will not exist in the combined company. Accordingly, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Colony and NRF will be recorded at their respective fair value at the date of the Mergers. Based on current estimates, and after adjustment for the settlement of the Amended and Restated Asset Management Agreement, dated as of October 31, 2015, by and between NRF and NSAM J-NRF Ltd, which we refer to as the NRF management agreement, the estimated fair value of such assets and liabilities for both Colony and NRF are in excess of the estimated consideration based upon the current market price of NSAM common stock, Colony preferred stock and NRF preferred stock (which excludes the excess cash to be distributed to the NSAM stockholders in the form of the NSAM special dividend) thereby resulting in estimated bargain purchase gains. The settlement of the NRF management agreement, which will also result in a gain to NSAM based on current estimates, is measured based upon the amount by which the NRF management agreement is favorable to NSAM relative to current market contracts. The estimated fair value of the assets acquired, liabilities assumed and consideration transferred may change significantly until such time that the Mergers close. Consolidated financial statements of the combined company issued after the Mergers will reflect these fair value adjustments and the consolidated results of operations subsequent to the date of the Mergers. Because NSAM has been determined to be the accounting acquirer, its historical financial statements will become the historical financial statements of the combined company upon consummation of the Mergers. Refer to the section entitled "Colony NorthStar Unaudited Pro Forma Condensed Consolidated Financial Statements" beginning on page [—] of this joint proxy statement/prospectus.

Comparison of Rights of Stockholders of NSAM, Colony and NRF with the Rights of Stockholders of Colony NorthStar (Page [—])

                Upon completion of the Mergers, the rights of former NSAM, Colony and NRF common stockholders who become Colony NorthStar common stockholders will be governed by the Colony NorthStar charter and Colony NorthStar bylaws and the MGCL. The rights associated with NSAM, Colony and NRF common stock are different from the rights to be associated with Colony NorthStar common stock after the Mergers.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF NSAM

                The following selected consolidated financial information for the years ended December 31, 2011 through December 31, 2015 is derived from audited consolidated financial statements of NSAM. The financial information as of and for the three months ended March 31, 2016 and 2015 are derived from unaudited consolidated financial statements and, in the opinion of NSAM's management, contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of this data at or for those dates. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2016. You should not assume that the results of operations for any past periods are indicative of results for any future period. You should read this information in conjunction with NSAM's consolidated financial statements and the related notes thereto included in NSAM's Annual Report on Form 10-K for the year ended December 31, 2015 and in NSAM's Quarterly Report on Form 10-Q for the three months ended March 31, 2016, which are incorporated by reference into this joint proxy statement/prospectus. Refer to the section entitled "Where You Can Find More Information; Incorporation by Reference" beginning on page [—] of this joint proxy statement/prospectus.

(In thousands,
except per share data)

  Three Months Ended
March 31,
  Years Ended December 31,  
 
  2016(3)   2015   2015   2014(1)   2013(1)   2012(1)   2011(1)  
 
  (Unaudited)
  (Audited)
 

OPERATING DATA:

                                           

Asset management and other fees, related parties

  $ 96,280   $ 61,379   $ 307,988   $ 147,738   $ 26,633   $ 8,112   $ 993  

Selling commission and dealer manager fees, related parties

    6,371     29,923     126,907     110,563     62,572     42,385     12,024  

Net income (loss)

    18,782     21,970     120,747     19,100     (1,995 )   (17,322 )   (25,682 )

Net income (loss) attributable to common stockholders

    17,573     21,768     119,794     19,100     (1,995 )   (17,322 )   (25,682 )

Earnings (loss) per share:

                                           

Basic

  $ 0.09   $ 0.11   $ 0.61   $ 0.10   $ (0.01 ) $ (0.09 ) $ (0.14 )

Diluted

  $ 0.09   $ 0.11   $ 0.60   $ 0.10   $ (0.01 ) $ (0.09 ) $ (0.14 )

Dividends per share of common stock(2)

  $ 0.10   $ 0.10   $ 0.40   $ 0.20     N/A     N/A     N/A  

 

 
   
  As of December 31,  
 
  As of
March 31,
2016(3)
 
 
  2015   2014   2013   2012   2011  
 
  (Unaudited)
  (Audited)
 

BALANCE SHEET DATA:

                                     

Total assets

  $ 799,160   $ 374,821   $ 263,869   $ 31,709   $ 20,257   $ 8,315  

Total borrowings

    469,202     100,000                  

Total liabilities

    538,852     198,078     62,121     3,341     2,382     1,501  

Total stockholders' equity

    182,008     175,065     201,748     28,368     17,875     6,814  

Total equity

    185,549     176,743     201,748     28,368     17,875     6,814  

(1)
The year ended December 31, 2014 includes: (i) NSAM's results of operations for the six months ended December 31, 2014, which represents the activity of NSAM following the spin-off by NRF of NSAM; and (ii) NSAM's results of operations for the six months ended June 30, 2014, which represents a carve-out of historical financial information including revenues and expenses attributable to NSAM related to NRF's historical asset management business. The three years ended December 31, 2013 represent a carve-out of historical financial information including revenues and expenses attributable to NSAM related to NRF's historical asset management business. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented.

(2)
On October 30, 2014, NSAM declared its first dividend of $0.10 per share of NSAM common stock for the three months ended September 30, 2014.

(3)
The results of operations and financial condition of and for the three months ended March 31, 2016 are not necessarily indicative of the financial condition and results of operations of NSAM for the full year or any future interim periods.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF COLONY

                The following selected consolidated financial information for the years ended December 31, 2011 through December 31, 2015 is derived from audited consolidated financial statements of Colony. The financial information as of and for the three months ended March 31, 2016 and 2015 are derived from unaudited consolidated financial statements and, in the opinion of Colony's management, contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of this data at or for those dates. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2016. You should not assume that the results of operations for any past periods are indicative of results for any future period. You should read this information in conjunction with Colony's consolidated financial statements and the related notes thereto included in Colony's Annual Report on Form 10-K for the year ended December 31, 2015 and in Colony's Quarterly Report on Form 10-Q for the three months ended March 31, 2016, which are incorporated by reference into this joint proxy statement/prospectus. Refer to the section entitled "Where You Can Find More Information; Incorporation by Reference" beginning on page [—] of this joint proxy statement/prospectus.

 
  Three Months Ended
March 31,
   
   
   
   
   
 
(In thousands,
except per share data)

  Years Ended December 31,  
  2016(3)(4)   2015   2015(3)   2014   2013   2012   2011  
 
  (Unaudited)
  (Audited)
 

OPERATING DATA:

                                           

Total income(1)

  $ 203,218   $ 116,612   $ 841,976   $ 300,649   $ 183,799   $ 107,963   $ 65,469  

Net income

    91,031     16,215     256,036     159,711     125,923     68,205     43,364  

Net income attributable to Colony. 

    30,015     10,529     149,980     123,149     101,765     62,011     42,260  

Net income attributable to common stockholders

    18,135     3,557     107,411     98,279     80,345     48,096     42,260  

Net income per share attributable to common stockholders:

                                           

Basic

  $ 0.16   $ 0.03   $ 0.96   $ 1.01   $ 1.20   $ 1.33   $ 1.47  

Diluted

  $ 0.16   $ 0.03   $ 0.96   $ 1.01   $ 1.20   $ 1.32   $ 1.46  

Dividends per common share(2)

  $ 0.40   $ 0.37   $ 1.52   $ 1.44   $ 1.40   $ 1.44   $ 1.31  

 

 
   
  As of December 31,  
 
  As of
March 31,
2016(3)(4)
 
 
  2015(3)   2014   2013   2012   2011  
 
  (Unaudited)
  (Audited)
 

BALANCE SHEET DATA:

                                     

Total assets

  $ 9,929,156   $ 10,039,310   $ 5,825,449   $ 2,620,860   $ 1,434,867   $ 727,443  

Total borrowings

    4,187,231     4,178,803     2,701,764     608,415     107,467     82,769  

Total liabilities

    4,615,746     4,623,070     2,889,656     666,633     151,837     113,953  

Total stockholders' equity

    2,824,793     2,846,916     2,417,480     1,684,310     1,223,331     602,976  

Total equity

    5,313,410     5,416,240     2,935,793     1,954,227     1,283,030     613,490  

(1)
Colony's historical presentation of total income includes equity in income (loss) of unconsolidated ventures. In the "Colony NorthStar Unaudited Pro Forma Condensed Consolidated Financial Statements" beginning on page [—] of this joint proxy statement/prospectus, equity in income (loss) of unconsolidated ventures is presented outside of total income for the combined company.

(2)
Includes special dividend of $0.05 per share of Colony common stock for the year ended December 31, 2012.

(3)
The selected historical financial data presented below do not reflect comparable period over period results of operations and financial condition of Colony, which are substantially impacted by the internalization of Colony's manager on April 2, 2015, as well as ongoing capital raising and investment activities over time.

(4)
The results of operations and financial condition of and for the three months ended March 31, 2016 are not necessarily indicative of the financial condition and results of operations of Colony for the full year or any future interim periods.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF NRF

                The following selected consolidated financial information for the years ended December 31, 2011 through December 31, 2015 is derived from audited consolidated financial statements of NRF. The financial information as of and for the three months ended March 31, 2016 and 2015 are derived from unaudited consolidated financial statements and, in the opinion of NRF's management, contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of this data at or for those dates. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2016. You should not assume that the results of operations for any past periods are indicative of results for any future period. You should read this information in conjunction with NRF's consolidated financial statements and the related notes thereto included in NRF's Annual Report on Form 10-K for the year ended December 31, 2015 and in NRF's Quarterly Report on Form 10-Q for the three months ended March 31, 2016, which are incorporated by reference into this joint proxy statement/prospectus. Refer to the section entitled "Where You Can Find More Information; Incorporation by Reference" beginning on page [—] of this joint proxy statement/prospectus.

(In thousands,
except per share data)

  Three Months Ended March 31,   Years Ended December 31,  
 
  2016(3)   2015   2015   2014   2013   2012   2011  
 
  (Unaudited)
  (Audited)
 

OPERATING DATA:

                                           

Total property and other revenues

  $ 463,394   $ 400,624   $ 1,817,436   $ 679,500   $ 240,847   $ 114,308   $ 109,402  

Net interest income on debt and securities

    40,773     63,660     218,805     298,139     266,357     335,496     355,921  

Income (loss) from continuing operations

    (127,382 )   (415 )   (158,713 )   (276,385 )   (79,149 )   (257,718 )   (234,173 )

Income (loss) from discontinued operations(1)

        (13,861 )   (108,554 )   (44,701 )   (8,761 )   (17,450 )   (25,551 )

Net income (loss)

    (127,382 )   (14,276 )   (267,267 )   (321,086 )   (87,910 )   (273,089 )   (242,526 )

Net income (loss) attributable to common stockholders

  $ (145,264 ) $ (31,602 ) $ (327,497 ) $ (371,507 ) $ (137,453 ) $ (288,587 ) $ (263,014 )

Income (loss) per share from continuing operations(2)

  $ (0.79 ) $ (0.11 ) $ (1.25 ) $ (3.33 ) $ (2.43 ) $ (8.73 ) $ (11.33 )

Income (loss) per share from discontinued operations(1)(2)

  $   $ (0.09 ) $ (0.62 ) $ (0.46 ) $ (0.17 ) $ (0.56 ) $ (1.14 )

Dividends per share of common stock(2)

  $ 0.40   $ 0.80   $ 2.75   $ 3.60   $ 3.40   $ 2.64   $ 1.84  

 

 
   
  As of December 31,  
 
  As of
March 31,
2016(3)
 
 
  2015   2014   2013   2012   2011  
 
  (Unaudited)
  (Audited)
 

BALANCE SHEET DATA:

                                     

Total assets

  $ 14,191,869   $ 15,403,045   $ 15,178,712   $ 6,360,050   $ 5,513,778   $ 5,006,437  

Total borrowings

    9,654,739     10,533,785     9,734,262     3,342,071     3,790,072     3,509,126  

Total liabilities

    10,375,684     11,187,315     10,465,056     3,662,587     4,182,914     3,966,823  

Total stockholders' equity

    3,499,674     3,799,220     4,396,695     2,658,076     1,301,921     1,007,372  

Total equity

    3,816,185     4,215,730     4,713,656     2,697,463     1,330,864     1,039,614  

(1)
Primarily represents income (loss) from the operations of NRF's European real estate business and asset management business which were spun-off on October 31, 2015 and June 30, 2014, respectively.

(2)
Adjusted for NRF's one-for-two reverse stock split completed on November 1, 2015.

(3)
The results of operations and financial condition of and for the three months ended March 31, 2016 are not necessarily indicative of the financial condition and results of operations of NRF for the full year or any future interim periods.

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SELECTED UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL DATA

                The following selected unaudited pro forma condensed consolidated financial data as of and for the three months ended March 31, 2016 and for the year ended December 31, 2015 presents the pro forma effect of the Mergers on the combined results of operations and financial condition of the combined company. The Mergers are accounted for under the acquisition method of accounting, with NSAM as the accounting acquirer. The selected unaudited pro forma condensed consolidated financial data assumes the Mergers had become effective on January 1, 2015, the beginning of the earliest period presented, with respect to statements of operations data, and on March 31, 2016 with respect to balance sheet data.

                The selected unaudited pro forma condensed consolidated financial data should be read in conjunction with the historical consolidated financial statements and notes thereto of NSAM, Colony and NRF, which are incorporated by reference into joint proxy statement/prospectus. Refer to the sections entitled "Where You can Find More Information; Incorporation by Reference" beginning on page [—] of this joint proxy statement/prospectus and "Colony NorthStar Unaudited Pro Forma Condensed Consolidated Financial Statements" beginning on page [—] of this joint proxy statement/prospectus.

                The selected unaudited pro forma condensed consolidated financial data is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position of the Companies had the Mergers and related transactions been completed as of the beginning of the period presented, nor indicative of future financial position or future results of operations of the combined company. The selected unaudited pro forma condensed consolidated financial data reflects management's best estimate based on available information and may be revised as additional information becomes available and as additional analyses are performed.

(In thousands, except per share data)
  Three Months Ended
March 31, 2016
  Year Ended
December 31, 2015
 

 

 

 

 

 

 

 

 

Pro Forma Consolidated Statement of Operations Data:

             

Total revenues

  $ 684,990   $ 2,783,536  

Income (loss) from continuing operations

    (28,095 )   221,128  

Net income (loss) from continuing operations attributable to common stockholders

    (109,991 )   20,005  

Pro Forma Per Share Data:

   
 
   
 
 

Earnings (loss) per share—basic

  $ (0.20 ) $ 0.04  

Earnings (loss) per share—diluted

    (0.20 )   0.04  

 


 

As of
March 31, 2016

 

 


 

 

 

 

 

 

 

 

 

Pro Forma Consolidated Balance Sheet Data:

             

Total assets

  $ 23,485,763        

Total debt

    11,840,298        

Total liabilities

    13,240,817        

Total stockholders' equity

    7,320,735        

Total equity

    10,170,187        

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UNAUDITED COMPARATIVE PER SHARE DATA

                The following tables set forth certain historical and unaudited pro forma combined and pro forma equivalent per share information. The pro forma combined and pro forma equivalent per share information are presented as if the Mergers had become effective on January 1, 2015, the beginning of the earliest period presented, with respect to net income per share and dividends per share, and on March 31, 2016 with respect to book value per share.

                This information is derived from and should be read in conjunction with the historical consolidated financial statements and related notes of NSAM, Colony and NRF, which are incorporated by reference into this joint proxy statement/prospectus. Refer to the sections entitled "Where You Can Find More Information; Incorporation by Reference" beginning on page [—] of this joint proxy statement/prospectus and "Colony NorthStar Unaudited Pro Forma Condensed Consolidated Financial Statements" beginning on page [—] of this joint proxy statement/prospectus for additional information.

                The unaudited pro forma consolidated per share data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position of the Companies had the Mergers and related transactions been consummated at the beginning of the earliest period presented, nor is it necessarily indicative of future operating results or financial position of the combined company. The pro forma per share information represents management's best estimate based upon information and assumptions at the time of the filing of this joint proxy statement/prospectus and may be revised as additional information becomes available and as additional analyses are performed.

 
  NSAM   Colony   NRF  
 
  Historical   Pro Forma
Combined
  Historical   Pro Forma
Equivalent(3)
  Historical   Pro Forma
Equivalent(3)
 

For the three months ended March 31, 2016:

                                     

Income (loss) per share from continuing operations (basic)

  $ 0.09   $ (0.20 ) $ 0.16   $ (0.29 ) $ (0.79 ) $ (0.22 )

Income (loss) per share from continuing operations (diluted)

  $ 0.09   $ (0.20 ) $ 0.16   $ (0.29 ) $ (0.79 ) $ (0.22 )

Dividends per share of common stock

  $ 0.10     N/A (1) $ 0.40     N/A (1) $ 0.40     N/A (1)

As of March 31, 2016:

   
 
   
 
   
 
   
 
   
 
   
 
 

Book value per share of common stock(2)

  $ 0.96   $ 10.35   $ 19.44   $ 15.18   $ 13.92   $ 11.38  

For the year ended December 31, 2015:

   
 
   
 
   
 
   
 
   
 
   
 
 

Income (loss) per share from continuing operations (basic)

  $ 0.61   $ 0.04   $ 0.96   $ 0.05   $ (1.25) (4) $ 0.04  

Income (loss) per share from continuing operations (diluted)

  $ 0.60   $ 0.04   $ 0.96   $ 0.05   $ (1.25) (4) $ 0.04  

Dividends per share of common stock

  $ 0.40     N/A (1) $ 1.52     N/A (1) $ 2.75 (4)   N/A (1)

(1)
Pro forma dividends per share of common stock are not presented because the dividend policy for the combined company will be determined by the Colony NorthStar board following the completion of the Mergers. It is anticipated that the combined company's initial per share dividend will be $1.08 annually paid on a quarterly basis.

(2)
Excludes the effect of NSAM executive RSUs, RSUs to non-employees, convertible senior notes and potential shares to be issued in connection with retention plans and equity-based awards issued prior to the Mergers.

(3)
The Colony and NRF pro forma equivalent per share information is calculated using the pro forma combined per share information and applying the applicable exchange ratios.

(4)
Adjusted for NRF's one-for-two reverse stock split completed on November 1, 2015.

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COMPARATIVE NSAM, COLONY AND NRF MARKET PRICE AND DIVIDEND INFORMATION

                NSAM common stock is listed on the NYSE under the symbol "NSAM," Colony class A common stock is listed on the NYSE under the symbol "CLNY" and NRF common stock is listed on the NYSE under the symbol "NRF." The following tables set forth for the periods indicated the high and low reported closing sales prices per share of NSAM common stock, Colony class A common stock and NRF common stock as reported by the NYSE.

NSAM's Market Price Data and Dividend Data

 
  NSAM Common Stock  
 
  High Price   Low Price   Dividend Per Share  

For the calendar quarters ended:

                   

2016

                   

June 30, 2016

  $ 12.92   $ 10.04   $ [—]  

March 31, 2016

  $ 12.08   $ 9.31   $ 0.10  

2015

                   

December 31, 2015

  $ 15.35   $ 10.61   $ 0.10  

September 30, 2015

  $ 19.37   $ 13.60   $ 0.10  

June 30, 2015

  $ 24.00   $ 18.49   $ 0.10  

March 31, 2015

  $ 24.75   $ 20.56   $ 0.10  

2014(1)

                   

December 31, 2014

  $ 22.66   $ 16.46   $ 0.10  

September 30, 2014

  $ 20.00   $ 17.72   $ 0.10  

(1)
NSAM commenced operations as a Delaware corporation and separate publicly-traded company on July 1, 2014 upon the spin-off by NRF of its asset management business into NSAM. On October 30, 2014, NSAM declared its first dividend for the three months ended September 30, 2014.

Colony's Market Price Data and Dividend Data

 
  Colony Class A Common Stock  
 
  High Price   Low Price   Dividend Per Share  

For the calendar quarters ended:

                   

2016

                   

June 30, 2016

  $ 18.77   $ 15.31   $ [—]  

March 31, 2016

  $ 19.72   $ 15.17   $ 0.40  

2015

                   

December 31, 2015

  $ 21.76   $ 19.00   $ 0.40  

September 30, 2015

  $ 23.34   $ 19.17   $ 0.38  

June 30, 2015

  $ 26.55   $ 22.65   $ 0.37  

March 31, 2015

  $ 26.78   $ 24.05   $ 0.37  

2014

                   

December 31, 2014

  $ 24.75   $ 21.09   $ 0.37  

September 30, 2014

  $ 23.26   $ 21.60   $ 0.36  

June 30, 2014

  $ 23.34   $ 20.88   $ 0.36  

March 31, 2014

  $ 23.26   $ 20.24   $ 0.35  

2013

                   

December 31, 2013

  $ 21.00   $ 19.60   $ 0.35  

September 30, 2013

  $ 21.17   $ 19.45   $ 0.35  

June 28, 2013

  $ 23.45   $ 19.27   $ 0.35  

March 28, 2013

  $ 23.47   $ 19.85   $ 0.35  

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NRF's Market Price Data and Dividend Data

 
  NRF Common Stock  
 
  High Price   Low Price   Dividend Per Share  

For the calendar quarters ended:

                   

2016

                   

June 30, 2016

  $ 14.26   $ 10.97   $ [—]  

March 31, 2016

  $ 16.70   $ 8.57   $ 0.40  

2015

                   

December 31, 2015(1)

  $ 25.54   $ 15.60   $ 0.40  

September 30, 2015(1)

  $ 32.48   $ 23.66   $ 0.75  

June 30, 2015

  $ 38.20   $ 31.80   $ 0.80  

March 31, 2015

  $ 38.92   $ 35.38   $ 0.80  

2014

                   

December 31, 2014

  $ 37.42   $ 33.56   $ 0.80  

September 30, 2014(2)

  $ 37.72   $ 32.20   $ 0.80  

June 30, 2014(2)

  $ 70.56   $ 58.68   $ 1.00  

March 31, 2014

  $ 65.24   $ 54.72   $ 1.00  

2013

                   

December 31, 2013

  $ 53.80   $ 36.60   $ 1.00  

September 30, 2013

  $ 40.08   $ 34.44   $ 0.84  

June 28, 2013

  $ 40.64   $ 33.20   $ 0.80  

March 28, 2013

  $ 38.64   $ 29.24   $ 0.76  

(1)
The spin-off by NRF on October 31, 2015 of its European real estate business (excluding its European healthcare properties) resulted in a decrease in NRF's stock price and dividend per share subsequent to such spin-off.

(2)
The spin-off by NRF on July 1, 2014 of its asset management business resulted in a decrease in NRF's stock price and dividend per share subsequent to such spin-off.

Recent Closing Prices

                The following table shows the closing sale prices of NSAM common stock, Colony class A common stock and NRF common stock as reported on the NYSE on June 2, 2016, the last full trading day before the public announcement of the merger agreement, and on July 26, 2016, the most recent practicable date before the date of this joint proxy statement/prospectus.

 
  NSAM Common Stock   Colony Class A
Common Stock
  NRF Common Stock  

June 2, 2016

        $ 12.31           $ 18.36           $ 13.48  

July 26, 2016

        $ 11.44           $ 17.18           $ 12.83  

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RISK FACTORS

                In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section entitled "Cautionary Statement Concerning Forward-Looking Statements" beginning on page [—] of this joint proxy statement/prospectus, you should consider carefully the following risks before deciding whether to vote for the proposals presented in this joint proxy statement/prospectus. By voting in favor of the merger proposals, NSAM, Colony and NRF stockholders will be choosing to invest in Colony NorthStar common stock following the completion of the Mergers. Accordingly, you should read and consider the risks associated with each of the businesses of NSAM, Colony and NRF because these risks will also affect Colony NorthStar. Risks related to NSAM can be found in NSAM's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2015 and NSAM's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, risks related to Colony can be found in Colony's Annual Report on Form 10-K, as amended, for the year ended December 31, 2015 and Colony's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 and risks related to NRF can be found in NRF's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2015 and NRF's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, each of which is incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. Refer to the section entitled "Where You Can Find More Information; Incorporation by Reference" beginning on page [—] of this joint proxy statement/prospectus. In addition to the risks set forth below, new risks may emerge from time to time, and it is not possible to predict all risk factors nor can NSAM, Colony or NRF assess the impact of all factors on the Mergers and Colony NorthStar following the Mergers or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in or implied by any forward-looking statements.

Risks Relating to the Mergers

NSAM, Colony and NRF common stockholders cannot be sure of the market price of Colony NorthStar class A common stock they will receive as consideration.

                Upon completion of the Mergers, NSAM, Colony and NRF common stockholders will receive shares of Colony NorthStar common stock. Prior to the Mergers, there has not been and will not be established public trading for Colony NorthStar common stock. The market price of Colony NorthStar class A common stock following the Mergers will be unknown until the commencement of trading following completion of the Mergers.

The exchange ratios are fixed and generally will not be adjusted for changes affecting the Companies.

                Each of the NSAM exchange ratio, Colony class A exchange ratio, Colony class B exchange ratio and NRF exchange ratio is fixed and may be adjusted only under certain limited circumstances as set forth in the merger agreement and as described in this joint proxy statement/prospectus and will not be adjusted to reflect any changes in the trading prices of NSAM, Colony or NRF common stock on the NYSE between the signing of the merger agreement and the closing of the Mergers.

Completion of the Mergers is subject to many conditions and if these conditions are not satisfied or waived, the Mergers will not be completed.

                Completion of the Mergers is subject to many conditions which must be satisfied or waived under the merger agreement in order for the Mergers to be completed including, among others, receipt of each of the NSAM stockholder approval, Colony stockholder approval and NRF stockholder approval.

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                For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Mergers, refer to the section entitled "The Merger Agreement—Conditions to Completion of the Mergers."

                In addition, NSAM, Colony and NRF each may terminate the merger agreement under certain circumstances, including, among other reasons, if the Mergers are not completed by the outside date. If the Mergers are not consummated, the market price of each Company's common stock may decline. Refer to the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page [—] of this joint proxy statement/prospectus.

                There can be no assurance that the conditions to the closing of the Mergers will be satisfied or waived. For example, Colony NorthStar's ability to qualify as a REIT depends on its acquisition of Colony's and NRF's qualifying REIT assets in the Mergers. Accordingly, in order for counsel to Colony NorthStar to deliver the REIT qualification opinion that is a condition to the closing of the Mergers, the Mergers must be completed sufficiently early in 2017 to allow Colony NorthStar to project, and its counsel to reasonably assume, that Colony NorthStar will satisfy the REIT income and asset tests for the entire taxable year of the Mergers. The date by which the Mergers must be completed for these purposes may be significantly earlier than the outside date. A delay in the closing of the Mergers could therefore preclude Colony NorthStar from being able to satisfy the REIT requirements for the year of the closing and from obtaining the REIT qualification opinion that is a condition to closing.

                Accordingly, there can be no assurance that the Mergers will be completed.

NSAM, Colony or NRF may waive one or more of the closing conditions without re-soliciting stockholder approval.

                NSAM, Colony or NRF may determine to waive, in whole or in part, one or more of the conditions to their obligations to consummate the Mergers. NSAM, Colony or NRF currently expect to evaluate the materiality of any waiver and its effect on NSAM stockholders, Colony stockholders or NRF stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any condition to the Mergers and whether to re-solicit stockholder approval or amend this joint proxy statement/prospectus as a result of a waiver will be made by NSAM, Colony or NRF, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

If the Mergers do not occur, one or more of the Companies may incur payment obligations to the others.

                If the merger agreement is terminated under certain circumstances, NSAM may be required to pay NRF and Colony a total termination fee of $92 million or transaction expenses of up to $20 million (depending on the specific circumstances), NRF may be required to pay NSAM and Colony a total termination fee of up to $49 million, which includes $3 million that NRF would be required to pay NSAM pursuant to the NSAM/NRF side agreement as described in the section entitled "Other Related Agreements" beginning on page [—] of this joint proxy statement/prospectus, or transaction expenses of up to $20 million (depending on the specific circumstances) and Colony may be required to pay NSAM and NRF a total termination fee of $92 million or transaction expenses of up to $20 million (depending on the specific circumstances). Refer to the section entitled "The Merger Agreement—Termination of the Merger Agreement—Termination Fees" and "—Payment of Transaction Expenses upon Termination" beginning on page [—] of this joint proxy statement/prospectus.

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The pendency of the Mergers could adversely affect the business and operations of the Companies.

                Due to the operating covenants in the merger agreement, each of the Companies may be unable, during the pendency of the Mergers, to take certain actions without the consent of the other Companies, even if such actions would otherwise prove beneficial to such Company's stockholders. Those operating covenants will continue to apply until the Mergers occur, which will take place no earlier than January 4, 2017 even if the conditions to the closing of the Mergers would have been satisfied prior to that time, unless otherwise agreed by the Companies.

The common stockholders of NSAM, Colony and NRF, each as a group, will hold a significantly smaller share of Colony NorthStar following the closing of the Mergers, than they do as stockholders of each of the Companies currently.

                Following the Mergers, former NSAM stockholders, former Colony stockholders and former NRF stockholders are expected to hold approximately 32.85%, 33.25% and 33.90%, respectively, of Colony NorthStar immediately after the completion of the Mergers, on a fully diluted basis, excluding the effect of certain equity-based awards issuable in connection with the Mergers. Consequently, NSAM, Colony and NRF common stockholders, each as a group, will exercise less influence over the management and policies of Colony NorthStar after the completion of the Mergers than they currently exercise over the management and policies of NSAM, Colony and NRF, as applicable.

                In addition, unlike NSAM and NRF currently, Colony NorthStar will have Colony NorthStar class B common stock outstanding with voting rights equal to 36.5 votes per share of Colony NorthStar class B common stock. Following the Mergers, former NSAM stockholders, former Colony stockholders and former NRF stockholders are expected to hold approximately 34%, 33% and 33%, respectively, of the voting power of Colony NorthStar common stock upon the completion of the Mergers.

If Colony's financing for the refinancing of certain existing borrowings of NSAM, Colony and NRF becomes unavailable or is insufficient, the Mergers may not be completed.

                Colony has obtained financing commitments to fund the refinancing of certain specified borrowings of the Companies and their affiliates in connection with the consummation of the Mergers. The financing commitments are subject to certain conditions, which may or may not be satisfied. In addition, even if these conditions are satisfied, the amount of financing under those financing commitments may be reduced or the cost of obtaining such financing may be increased if certain conditions are not satisfied. In the event that the financing contemplated by those financing commitments is not available or is available in less than the expected amount, other necessary financing may not be available on acceptable terms, in a timely manner or at all. If alternative financing is available, it could be more costly than that reflected in the financing commitments, which would have a negative impact on Colony NorthStar's results of operations following the Mergers. The merger agreement provides that no party will be required to consummate the Mergers if, subject to certain conditions, financing is unavailable and following the Mergers, Colony NorthStar will not have sufficient unrestricted cash to repay certain specified borrowings and all transaction expenses. As a result, if the financing provided for in the financing commitments obtained by Colony is not available, is insufficient and/or the Companies are unable to secure additional funds through alternative sources, the Mergers may not be completed.

The merger agreement contains provisions that could discourage a potential competing acquirer of NSAM, Colony or NRF or could result in any competing proposal being at a lower price than it might be otherwise.

                The merger agreement contains "no shop" provisions that, subject to limited exceptions, restrict each Company's ability to solicit, initiate, encourage, facilitate or discuss, or provide any

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confidential or non-public information with regard to, competing third-party proposals to acquire all, or a significant part, of NSAM, Colony or NRF. In addition, any Company that receives a potentially superior offer or proposal not in violation of the "no shop" provisions is required to give the other Companies the opportunity to match or exceed the competing proposal before the Company is permitted to accept such potentially superior proposal. Upon termination of the merger agreement to accept a superior proposal, NSAM, Colony or NRF may be required to pay a termination fee to NSAM, Colony or NRF, as applicable. Refer to the sections entitled "The Merger Agreement—Covenants and Agreements—No Solicitation or Negotiation of Acquisition Proposals" beginning on page [—] of this joint proxy statement/prospectus and "—Termination of the Merger Agreement—Termination Fees" beginning on page [—] of this joint proxy statement/prospectus.

                In addition, Colony stockholders holding approximately 16% of the voting power of Colony have agreed to vote in favor of the transactions contemplated by the merger agreement and against other acquisition proposals and certain other actions and transactions.

                These provisions, among others described in this joint proxy statement/prospectus: (i) could discourage a potential competing acquirer that might have an interest in acquiring all, or a significant part, of NSAM, Colony or NRF from considering or proposing an acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the Mergers; or (ii) might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee or expense reimbursement that may become payable in certain circumstances.

If the Mergers are approved, the date on which NSAM, Colony and NRF common stockholders will receive common stock in Colony NorthStar is uncertain.

                Even if the Mergers are approved by the respective stockholders of the Companies, the date on which the Mergers are consummated and NSAM, Colony and NRF common stockholders will receive common stock in Colony NorthStar will remain uncertain, and may not occur at all. Although the Companies expect that the Mergers will be completed in January 2017 (but not before January 4, 2017), the completion date of the Mergers might be later than expected due to delays in obtaining regulatory approvals from certain regulatory and governmental authorities or other unforeseen events. In addition, there can be no assurance that the Mergers will be completed even if the required stockholder approvals are obtained. Refer to the section entitled "The Mergers—Regulatory Approvals in Connection with the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

                These regulatory and governmental entities may impose conditions on the granting of such approvals and if such regulatory and governmental entities seek to impose such conditions, lengthy negotiations may ensue among such regulatory or governmental entities, NSAM, Colony and NRF. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the Mergers and such conditions may not be satisfied for an extended period of time following the NSAM special meeting, Colony special meeting and NRF special meeting. Such conditions may also impose additional costs or limitations on the combined company following the completion of the Mergers, including the requirement that the respective NSAM, Colony and NRF businesses divest certain assets if necessary in order to obtain certain regulatory approvals, and may limit the ability of the combined company to integrate parts of the NSAM, Colony and NRF businesses and negatively impact the ultimate composition of Colony NorthStar. These conditions may therefore reduce the anticipated benefits of the Mergers, which could also have a material adverse effect on the combined company's business and cash flows and results of operations, and neither NSAM, Colony nor NRF can predict what, if any, changes may be required by regulatory or governmental authorities whose approvals are required. The regulatory approvals may not be received at all, may not be received in a timely fashion, and may contain conditions on the completion of the Mergers. Subject to the terms

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of the merger agreement, NSAM, Colony and NRF have each agreed to use their reasonable best efforts to take all actions necessary, proper or desirable to complete the Mergers and related transactions contemplated by the merger agreement.

The merger agreement includes restrictions on the ability of each of the Companies to make distributions to its stockholders, even if it would otherwise have net income and net cash available to make such distributions.

                Pursuant to the merger agreement:

    NSAM is permitted to make distributions to its common stockholders of up to $0.10 per share of NSAM common stock in each quarter of 2016 and a pro rata portion of the $0.10 per share dividend for any partial period of the first calendar quarter of 2017 and prior to the closing of the Mergers. The NSAM board is also permitted to declare a special dividend in cash in respect of NSAM common stock in an aggregate amount of $128 million to be paid in 2017 prior to the closing of the Mergers.

    Colony is permitted to make distributions to its common stockholders of up to $0.40 per share of Colony common stock in each quarter of 2016 and a pro rata portion of the $0.40 per share dividend for any partial period of the first calendar quarter of 2017 and prior to the closing of the Mergers.

    NRF is permitted to make distributions to its common stockholders of up to $0.40 per share of NRF common stock in each quarter of 2016 and a pro rata portion of the $0.40 per share dividend for any partial period of the first calendar quarter of 2017 and prior to the closing of the Mergers.

                Given their status as REITs, Colony and NRF may need to (and are permitted to under the merger agreement) make certain minimum distributions in excess of the above limits. In the event the amounts of permitted dividends described above are exceeded, pursuant to a distribution necessary for Colony or NRF, as applicable, to qualify as a REIT or to avoid the incurrence of any income or excise tax, the Colony class A exchange ratio, Colony class B exchange ratio and NRF exchange ratio, as applicable, will be adjusted.

                Although the Companies generally have agreed to use their reasonable best efforts to close the Mergers as promptly as practicable in accordance with the merger agreement, certain factors, which include obtaining the NSAM stockholder approval, Colony stockholder approval and NRF stockholder approval, could delay the closing. Therefore, even if NSAM, Colony or NRF has available net income or net cash to make distributions to its common stockholders and satisfies any other conditions to make such distributions, the terms of the merger agreement could prohibit such action. Refer to the section entitled "The Merger Agreement—Covenants and Agreements—Conduct of the Business Pending the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

The Companies will be subject to business uncertainties and certain operation restrictions until consummation of the Mergers.

                Uncertainty about the effect of the Mergers on employees and clients may have an adverse effect on the Companies or the combined company following the Mergers. These uncertainties could disrupt the business of the Companies and impair their ability to attract, retain and motivate key personnel until the Mergers are completed, and cause clients and others that deal with the Companies to seek to change existing business relationships, cease doing business with the Companies or cause potential new clients to delay doing business with the Companies until the Mergers have been completed successfully. Retention and motivation of certain employees may be challenging during the

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pendency of the Mergers due to uncertainty about their future roles and difficulty of integration. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the combined company, Colony NorthStar's business following the Mergers could be negatively impacted. In addition, the merger agreement restricts the parties thereto from making certain acquisitions and investments and taking other specified actions until the Mergers occur without the consent of the other parties. These restrictions may prevent the Companies from pursuing attractive business opportunities that may arise prior to the completion of the Mergers. Refer to the section entitled "The Merger Agreement—Covenants and Agreements—Conduct of the Business Pending the Mergers" beginning on page [—] of this joint proxy statement/prospectus for a description of the restrictive covenants to which each of the Companies is subject.

The shares of Colony NorthStar common stock to be received by NSAM, Colony and NRF common stockholders as a result of the Mergers will have rights different from the shares of NSAM, Colony and NRF common stock.

                Upon completion of the Mergers, the rights of former NSAM, Colony and NRF common stockholders who become Colony NorthStar common stockholders will be governed by the Colony NorthStar charter and Colony NorthStar bylaws and the MGCL. The rights associated with NSAM, Colony and NRF common stock are different from the rights to be associated with Colony NorthStar common stock after the Mergers. Refer to the section entitled "Comparison of Rights of Stockholders of NSAM, Colony and NRF with the Rights of Stockholders of Colony NorthStar" beginning on page [—] of this joint proxy statement/prospectus for additional information.

If counterparties to certain agreements with NSAM, Colony or NRF do not consent to the Mergers, change of control rights under those agreements may be triggered, which could cause the combined company to lose the benefit of such agreements and incur liabilities or replacement costs.

                Each of NSAM, Colony and NRF is a party to one or more agreements that will require NSAM, Colony or NRF, as applicable, to obtain consents from third parties in connection with the Mergers. If these consents cannot be obtained, the counterparties to these contracts and other third parties with whom NSAM, Colony and/or NRF currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with any or all three of the parties in anticipation of the Mergers, or with the combined company following the Mergers. The pursuit of such rights may result in NSAM, Colony, NRF or the combined company suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and may result in the loss of rights that are material to the combined company's business. Any such disruptions could limit the combined company's ability to achieve the anticipated benefits of the Mergers. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Mergers or the termination of the merger agreement.

Some of the directors and executive officers of NSAM, Colony and NRF have interests in seeing the Mergers completed that are different from, or in addition to, those of the other NSAM, Colony and NRF common stockholders.

                Some of the directors and executive officers of NSAM, Colony and NRF have arrangements that provide them with interests in the Mergers that are different from, or in addition to, the common stockholders of NSAM, Colony and NRF generally. These interests include, among other things, the continued service as a director or an executive officer of Colony NorthStar following the Mergers and certain rights to continuing indemnification, directors' and officers' liability insurance and other amounts and benefits that may become payable to them in connection with the Mergers. These interests, among other things, may influence the directors and executive officers of NSAM, Colony and NRF to support or approve the Mergers. Refer to the sections entitled "The Mergers—Interests of

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NSAM's Directors and Executive Officers in the Mergers" beginning on page [—] of this joint proxy statement/prospectus; "—Interests of Colony's Directors and Executive Officers in the Mergers" beginning on page [—] of this joint proxy statement/prospectus; and "—Interests of NRF's Directors and Executive Officers in the Mergers" beginning on page [—] of this joint proxy statement/prospectus.

Failure to complete contemplated asset divestitures could adversely affect Colony NorthStar's credit profile.

                Under the merger agreement, NRF is required, in good faith, to continue to seek to consummate certain asset sales that NRF was already exploring, the proceeds of which are expected to be used to repay borrowings or pay transaction costs. There can be no assurance that NRF will be able to consummate any such assets sales on favorable terms or at all. Any potential asset sales would be dependent upon a number of factors that may be beyond NRF's control, including, among other factors, market conditions, industry trends, the interest of third parties in NRF's assets and the availability of financing to potential buyers on reasonable terms.

                If NRF is unable to divest such assets, or if it is unable to do so on favorable terms, Colony NorthStar may have greater than anticipated borrowings as of the closing, which would impact negatively its credit profile, and could therefore impact negatively its ability to enhance its credit profile in the future and/or make attractive acquisitions.

Failure to complete the Mergers could negatively affect the stock price and the future business and financial results of each of NSAM, Colony and NRF.

                If the merger agreement is terminated and the Mergers are not completed for any reason, including as a result of NSAM, Colony or NRF stockholders' failing to approve the necessary proposals, each Company's ongoing business could be adversely affected and, without realizing any of the benefits of having completed the Mergers, may be subject to several risks, including that:

    each Company may experience negative reactions from the financial markets, including negative impacts on their respective stock prices;

    each Company may experience negative reactions from their respective customers and employees;

    each Company will be required to pay certain costs relating to the Mergers, whether or not the Mergers are completed, and, depending on the circumstances relating to a termination, may be required to pay a termination fee of $92 million in the case of NSAM and Colony or $49 million in the case of NRF or transaction expenses of up of $20 million; and

    management focus and resources of each Company may be diverted from operational matters and other strategic opportunities while working to implement the Mergers.

Risks Relating to an Investment in Colony NorthStar Following the Mergers

Colony NorthStar may not realize the anticipated benefits of the Mergers.

                NSAM, Colony and NRF entered into the merger agreement because each believes that the Mergers will be beneficial to the Companies and stockholders of the Companies and that combining the businesses of NSAM, Colony and NRF will produce benefits and cost savings. If the combined company is not able to combine successfully the businesses of NSAM, Colony and NRF in an efficient and effective manner, the anticipated benefits and cost savings of the Mergers may not be realized

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fully, or at all, or may take longer to realize than expected, and the value of Colony NorthStar common stock may be adversely affected.

                An inability to realize the full extent of the anticipated benefits of the Mergers and related transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of Colony NorthStar common stock following the Mergers.

                The management of the combined company will have to dedicate substantial effort to integrating the businesses of NSAM, Colony and NRF during the integration process. These efforts may divert management's focus and resources from the combined company's business, corporate initiatives or strategic opportunities. In addition, the actual integration may result in additional and unforeseen expenses and the anticipated benefits of the integration may not be realized. Actual growth and cost savings, if achieved, may be lower than what the combined company expects and may take longer to achieve than anticipated. Difficulties associated with managing Colony NorthStar's larger and more complex portfolio could prevent Colony NorthStar from realizing the anticipated benefits of the Mergers and have a material adverse effect on its business. If Colony NorthStar is not able to address integration challenges adequately, the combined company may be unable to integrate successfully the operations of NSAM, Colony and NRF or to realize the anticipated benefits of the integration of the three Companies.

                As discussed above, the senior management of the Companies is expected to change, especially with respect to NSAM and NRF. The changes in senior management could negatively impact the results of operations of Colony NorthStar, particularly as it relates to the business associated with NSAM and NRF prior to the Mergers.

Following the completion of the Mergers, Colony NorthStar will face risks different from those faced by NSAM, Colony and NRF today, which may affect Colony NorthStar's results of operations and the market price of Colony NorthStar class A common stock.

                Colony NorthStar's business will differ from that of NSAM, Colony and NRF, and, accordingly, the results of operations and financial condition of Colony NorthStar after the Mergers may be affected by factors different from those affecting NSAM's, Colony's or NRF's results of operations and financial condition prior to the Mergers. Examples of differences between NSAM's, Colony's and NRF's businesses and the new or increased risks Colony NorthStar may face after the Mergers include:

    a large increase in the amount of assets under management and a diversification of types of assets under management, which may create risks related to scaling and combining of the platforms necessary to manage the combined assets of the Companies;

    additional conflicts between and among the clients and managed companies of the Companies;

    certain investment vehicles managed by NSAM and Colony may compete for investment opportunities and may be adversely impacted to the extent such opportunities are allocated between them;

    Colony NorthStar's possible failure to successfully implement its plan to optimize its combined portfolio consisting primarily of owned real estate; and

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    a larger and newly combined team of management and employees may require time to become fully effective and may not be able to achieve Colony NorthStar's anticipated synergies and higher earnings growth.

                In particular for current NSAM stockholders, Colony NorthStar will be treated as a REIT for tax purposes and, as a result of requirements in order maintain REIT status, Colony NorthStar's flexibility to structure its operations and enter new lines of business will be significantly more limited than the flexibility enjoyed by NSAM currently. Both NRF and Colony are already REITs.

The market price of Colony NorthStar class A common stock may be volatile and holders of Colony NorthStar class A common stock could lose a significant portion of their investment due to drops in the market price of Colony NorthStar class A common stock following completion of the Mergers.

                The market price of Colony NorthStar class A common stock may be volatile and following completion of the Mergers, stockholders may not be able to resell their Colony NorthStar common stock at or above the implied price at which they acquired such Colony NorthStar common stock pursuant to the merger agreement or otherwise due to fluctuations in the market price of Colony NorthStar class A common stock, including changes in market price caused by factors unrelated to the combined company's operating performance or prospects. Specific factors that may have a significant effect on the market price of Colony NorthStar class A common stock following completion of the Mergers include, among others, the following:

    changes in stock market analyst recommendations or earnings estimates regarding the combined company's common stock, other companies comparable to it or companies in the industries they serve;

    actual or anticipated fluctuations in the combined company's operating results or future prospects;

    reactions to public announcements by the combined company;

    strategic actions taken by the combined company or its competitors, such as the intended business separations, acquisitions or restructurings;

    failure of the combined company to achieve the perceived benefits of the transactions, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts;

    adverse conditions in the financial market or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events; and

    sales of common stock by the combined company, members of its management team or significant stockholders.

Colony's tax protection agreement could limit the combined company's ability to sell certain properties, engage in a strategic transaction or reduce its level of indebtedness, which could materially and adversely affect the combined company.

                Prior to the closing of the Mergers, Colony, Colony OP, Colony Capital LLC, CCH Management Partners I, LLC, FHB Holding LLC and Richard B. Saltzman, each of which we refer to as a protected member, intend to enter into a tax protection agreement, which we refer to as the TPA.

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The TPA will provide that each protected member will be indemnified on an after-tax basis for any Section 704(c) gain, calculated as provided in the TPA, as a result of a transaction occurring during the period commencing on June 3, 2016 and ending on the fifth anniversary of the closing of the Mergers and that is considered to be a sale of the tax goodwill or going concern value or airplane owned by Colony OP and contributed (directly or indirectly) by such protected members, which we refer to, collectively, as the protected property, other than on transfers to the protected members or persons or entities related to the protected members. The TPA will also apply to a merger or other transaction that would convert interests in Colony OP held by the protected members to cash or otherwise result in a taxable disposition of such interests, but would not apply to a transaction in which the equity interests of the protected members are maintained in a manner that does not trigger gain or offers the protected members the option to roll over their investment into an equity interest that is substantially equivalent (including value, profit and loss share, distribution rights and liquidity) to the equity interests exchanged in such transaction.

                If the combined company's tax indemnification obligations were to be triggered under these agreements, the combined company would be required to pay damages for the resulting tax consequences to the protected members and the calculation of damages will not be based on the time value of money or the time remaining within the restricted period. Moreover, these obligations may restrict the combined company's ability to engage in a strategic transaction. In addition, these obligations may require the combined company to maintain more or different indebtedness than the combined company would otherwise require for the company's business. Colony OP estimates that if all of its assets subject to the TPA were sold in a taxable transaction immediately after the completion of the Mergers, its indemnification obligations (based on tax rates applicable for the taxable year ending December 31, 2016 and exchange values and including additional payments to compensate the protected members for additional tax liabilities resulting from the indemnification payments) would be approximately $410 million.

Tax consequences to holders of operating partnership units upon a sale or refinancing of the combined company's properties may cause the interests of certain members of the combined company's senior management team to differ from your own.

                As a result of the unrealized built-in gain attributable to a property at the time of contribution, some holders of operating partnership units, including the protected members may suffer different and more adverse tax consequences than holders of common stock or other holders of operating partnership units upon the sale or refinancing of the properties owned by the operating partnership, including disproportionately greater allocations of items of taxable income and gain upon a realization event.

                As those holders will not receive a correspondingly greater distribution of cash proceeds, they may have different objectives regarding the appropriate pricing, timing and other material terms of any sale or refinancing of certain properties, or whether to sell or refinance such properties at all. As a result, the effect of certain transactions on the protected members may influence their decisions affecting these properties and may cause them to attempt to delay, defer or prevent a transaction that might otherwise be in the best interests of the combined company's other stockholders.

                As a result of entering into the TPA described in the above risk factor, the protected members may have an incentive to cause the company to enter into transactions from which they may personally benefit.

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Each of the Companies prior to the closing, and Colony NorthStar following the closing of the Mergers, expects to incur significant costs in connection with the consummation of the Mergers and the integration of the Companies.

                Each of the Companies prior to the closing, and Colony NorthStar following the closing, expects to incur significant costs in connection with consummating the Mergers and integrating the portfolios of NSAM, Colony and NRF into Colony NorthStar, including unanticipated costs and the assumption of known and unknown liabilities. While each of the Companies and Colony NorthStar have assumed that a certain level of transaction and integration expenses will be incurred, there are factors beyond each of the Companies and Colony NorthStar's control that could affect the total amount or the timing of its integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Although NSAM, Colony and NRF expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the three businesses, should allow the combined company to offset these incremental expenses over time, the net benefit may not be achieved in the near term, or at all.

Colony NorthStar cannot assure you that it will be able to continue paying distributions equal to the levels projected by the Companies to be paid following the Mergers or at the levels currently paid by NSAM, Colony and NRF individually.

                Colony NorthStar common stockholders may not receive distributions equal to the levels projected by the Companies to be paid following the Mergers or equivalent to the levels currently paid by NSAM, Colony or NRF for various reasons, including, but not limited to, the following:

    Colony NorthStar may not have enough unrestricted funds to pay such distributions due to changes in Colony NorthStar's cash requirements, capital spending plans, cash flow or financial position;

    decisions on whether, when and in which amounts to make any future distributions will be at the discretion of the Colony NorthStar board and will be dependent on then-existing conditions, including the combined company's financial condition, earnings, legal requirements, including limitations under Maryland law, restrictions in Colony NorthStar's borrowing agreements that limit its ability to pay dividends to stockholders, the rights of holders of Colony NorthStar preferred stock to receive dividends in respect of such shares prior to Colony NorthStar being permitted to pay any dividends in respect of Colony NorthStar common stock and other factors the Colony NorthStar board deems relevant; and

    Colony NorthStar may desire to retain cash to improve its credit profile or for other reasons.

                In particular, the Companies currently anticipate that the level of distributions to be paid by Colony NorthStar will be lower than the level of distributions currently paid by NRF. Following the closing of the Mergers, common stockholders of Colony NorthStar will have no contractual or other legal right to distributions that have not been declared by the Colony NorthStar board.

Colony NorthStar's operating results after the Mergers may differ materially from the pro forma information presented in this joint proxy statement/prospectus.

                The unaudited pro forma condensed consolidated financial statements in this joint proxy statement/prospectus are presented for illustrative purposes only and are not necessarily indicative of what Colony NorthStar's actual financial condition or results of operations will be when the Mergers are completed on the dates indicated. The unaudited pro forma condensed consolidated financial statements reflect adjustments based upon preliminary estimates that may change and assumptions

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about the Mergers that may prove incorrect over time. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. Colony NorthStar's operating results after the Mergers may be materially different from those shown in the pro forma information presented in this joint proxy statement/prospectus, which represents only a combination of NSAM's, Colony's and NRF's respective historical results. Refer to the section entitled "Colony NorthStar Unaudited Pro Forma Condensed Consolidated Financial Statements" beginning on page [—] of this joint proxy statement/prospectus.

At the closing of the Mergers, Colony NorthStar will assume liabilities and obligations of NSAM, Colony and NRF.

                Following and by virtue of completion of the Mergers, Colony NorthStar will have assumed the liabilities and obligations of NSAM, Colony and NRF, including NRF's obligations under its exchangeable senior notes and Colony's obligations under its convertible notes. These liabilities could have a material adverse effect on Colony NorthStar's business to the extent the Companies have not identified such liabilities or have underestimated the nature, amount or significance, based on amount or otherwise, of such liabilities.

Colony NorthStar may be unable to retain necessary NSAM, Colony and/or NRF personnel successfully after the Mergers are completed.

                The success of the Mergers will depend in part on the combined company's ability to retain the key employees currently employed by the Companies. It is possible that these employees may decide not to remain with NSAM, Colony or NRF, as applicable, while the Mergers are pending or with Colony NorthStar after the Mergers are consummated. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, Colony NorthStar's business activities may be adversely affected and management's attention may be diverted from successfully integrating the Companies to hire suitable replacements, all of which may cause Colony NorthStar's business to suffer. In addition, Colony NorthStar may not be able to locate suitable replacements for any key employees or to offer employment to potential replacements on reasonable terms. Further, it is expected that certain current executive officers of NSAM and NRF will depart after providing transition services to Colony NorthStar which may cause Colony NorthStar's business to be adversely affected.

In connection with the Mergers, Colony NorthStar is expected to refinance certain existing borrowings of NSAM, Colony and NRF. Colony's and NRF's preferred stock and Colony NorthStar's level of outstanding borrowings following the completion of the Mergers could adversely affect Colony NorthStar's ability to raise additional capital and to meet its obligations under its existing borrowings.

                In connection with the Mergers, Colony NorthStar expects to refinance a total of approximately $2.7 billion of outstanding borrowings of NSAM, Colony and NRF and will also assume Colony's and NRF's existing obligations under their outstanding series of preferred stock. Colony NorthStar's obligations under the terms of its expected borrowings at closing and its preferred stock could impact Colony NorthStar negatively. For example, it could:

    limit Colony NorthStar's ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;

    restrict Colony NorthStar from making strategic acquisitions or cause the combined company to make non-strategic divestitures;

    restrict Colony NorthStar from paying dividends to its stockholders;

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    increase Colony NorthStar's vulnerability to general economic and industry conditions; and

    require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on the combined company's borrowings, thereby reducing Colony NorthStar's ability to use cash flow to fund its operations, capital expenditures and future business opportunities.

                Holders of Colony NorthStar preferred stock would receive, upon Colony NorthStar's voluntary or involuntary liquidation, dissolution or winding up, before any payment is made to holders of Colony NorthStar common stock, their respective liquidation preferences as well as any accrued and unpaid distributions. These payments would reduce the amount of the remaining assets of Colony NorthStar, if any, available for distribution to holders of its common stock.

General market conditions and unpredictable factors, including conditions and factors different from those affecting Colony preferred stock and NRF preferred stock currently, could adversely affect market prices of Colony NorthStar preferred stock after being exchanged for outstanding Colony preferred stock and NRF preferred stock.

                There can be no assurance about the market prices of Colony NorthStar preferred stock that will be exchanged for Colony preferred stock and NRF preferred stock, as applicable, in connection with the Mergers. Several factors, many of which are beyond the control of Colony NorthStar, could influence the market prices of Colony NorthStar preferred stock, including:

    whether Colony NorthStar declares or fails to declare dividends on the Colony NorthStar preferred stock from time to time;

    real or anticipated changes in the credit ratings assigned to the Colony NorthStar securities;

    Colony NorthStar's creditworthiness and credit profile;

    interest rates;

    developments in the securities, credit and housing markets, and developments with respect to financial institutions generally;

    the market for similar securities; and

    economic, corporate, securities market, geopolitical, regulatory or judicial events that affect Colony NorthStar, the asset management or real estate industries or the financial markets generally.

                Shares of Colony NorthStar common stock and preferred stock will rank junior to all indebtedness of, and other non-equity claims on, Colony NorthStar with respect to assets available to satisfy such claims. The market prices of Colony NorthStar class A common stock and Colony NorthStar preferred stock may be affected by factors different from those currently affecting the market prices of Colony class A common stock, Colony preferred stock, NRF common stock or NRF preferred stock.

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Certain provisions of Maryland law may limit the ability of a third party to acquire control of Colony NorthStar, which could depress the market price of Colony NorthStar class A common stock.

                Certain provisions of the MGCL may have the effect of inhibiting a third party from acquiring Colony NorthStar or of impeding a change of control under circumstances that otherwise could provide Colony NorthStar's stockholders with the opportunity to realize a premium over the then-prevailing market price of Colony NorthStar class A common stock, including:

    "business combination" provisions that, subject to limitations, prohibit certain business combinations between an "interested stockholder" (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding shares of voting stock or an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation) or an affiliate of any interested stockholder and Colony NorthStar for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter imposes two super-majority stockholder voting requirements on these combinations; and

    "control share" provisions that provide that holders of "control shares" of Colony NorthStar (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise one of three increasing ranges of voting power in electing directors) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of issued and outstanding "control shares") have no voting rights except to the extent approved by stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.

                Pursuant to the Maryland Business Combination Act, the Colony NorthStar board has exempted any business combinations between Colony NorthStar and any person, provided that any such business combination is first approved by the Colony NorthStar board (including a majority of Colony NorthStar's directors who are not affiliates or associates of such person). Consequently, the five-year prohibition and the super-majority vote requirements do not apply to business combinations between Colony NorthStar and any of its interested stockholders (or their affiliates). As a result, such parties may be able to enter into business combinations with Colony NorthStar that may not be in the best interest of the Colony NorthStar stockholders, without compliance with the supermajority vote requirements and the other provisions in the statute. The Colony NorthStar bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions by any person of shares of Colony NorthStar stock. There can be no assurance that these resolutions or exemptions will not be amended or eliminated at any time in the future.

                Additionally, Title 3, Subtitle 8 of the MGCL permits the Colony NorthStar board, without stockholder approval and regardless of what currently is provided in the Colony NorthStar charter and Colony NorthStar bylaws, to implement certain takeover defenses, such as a classified board, some of which Colony NorthStar does not have.

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Tax Risks Relating to the Mergers

If any of the Redomestication merger, the New NRF Holdco merger together with the LLC conversion, the NRF merger or the Colony merger does not qualify as a "reorganization" within the meaning of Section 368(a) of the Code, stockholders participating in such merger may be required to pay substantial U.S. federal income taxes.

                Although the parties intend that each of the Redomestication merger, the New NRF Holdco merger together with the LLC conversion, the NRF merger and the Colony merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code, it is possible that the Internal Revenue Service, which we refer to as the IRS, could assert that one or more of the Mergers fails to so qualify. If the IRS were to be successful in any such contention, or if for any other reason any such merger were to fail to qualify as a "reorganization," each U.S. holder participating in any such merger would recognize gain or loss with respect to all such U.S. holder's shares of stock based on the difference between: (i) that U.S. holder's tax basis in the relevant shares; and (ii) the aggregate cash and the fair market value of the shares of stock received in the applicable merger. For additional information, refer to the section entitled "U.S. Federal Income Tax Consequences" beginning on page [—] of this joint proxy statement/prospectus.

REITs are subject to a range of complex organizational and operational requirements.

                To qualify as a REIT, Colony NorthStar must distribute with respect to each taxable year at least 90% of its net income (excluding capital gains) to its stockholders. A REIT must also meet certain other requirements, including with respect to the nature of its income and assets and the ownership of its stock. For any taxable year that Colony NorthStar fails to qualify as a REIT, it will not be allowed a deduction for dividends paid to its stockholders in computing its net taxable income and thus would become subject to federal, state and local income tax as if it were a regular taxable corporation. In such an event, Colony NorthStar could be subject to potentially significant tax liabilities. Unless entitled to relief under certain statutory provisions, Colony NorthStar would also be disqualified from treatment as a REIT for the four taxable years following the year in which it lost its qualification. If Colony NorthStar were to fail to qualify as a REIT, the market price of its common stock could decline, and Colony NorthStar could need to reduce substantially the amount of distributions to its stockholders as a result of any increased tax liability.

Colony NorthStar may incur adverse tax consequences if Colony or NRF were to fail to qualify as a REIT for U.S. federal income tax purposes prior to the Mergers.

                It is a condition to the closing of the Mergers that each of Colony and NRF receive an opinion of counsel to the effect that it has qualified as a REIT for U.S. federal income tax purposes under the Code through the time of the Mergers. Neither Colony nor NRF, however, has requested or plans to request a ruling from the IRS that it qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury Regulations that have been promulgated under the Code is greater in the case of a REIT that holds its assets through a partnership (such as Colony and NRF). The determination of various factual matters and circumstances not entirely within the control of Colony or NRF may have affected its ability to qualify as a REIT.

                If, notwithstanding the opinions described above, Colony's or NRF's REIT status prior to the Mergers were successfully challenged, Colony NorthStar would face serious tax consequences that would substantially reduce its core funds from operations, which we refer to as Core FFO, and cash

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available for distribution, which we refer to as CAD, including cash available to pay dividends to its stockholders, because:

    Colony or NRF, as applicable, would be subject to U.S. federal, state and local income tax on its net income at regular corporate rates for the years it did not qualify as a REIT (and, for such years, would not be allowed a deduction for dividends paid to stockholders in computing its taxable income) and Colony NorthStar would succeed to the liability for such taxes;

    if Colony NorthStar were considered to be a "successor" of such entity, it would not be eligible to elect REIT status until the fifth taxable year following the year during which such entity was disqualified, unless it is entitled to relief under applicable statutory provisions;

    Colony NorthStar, even if eligible to elect REIT status, would be subject to tax (at the highest corporate rate in effect at the date of the sale) on the built-in gain on each asset of Colony or NRF, as applicable, existing at the time of the Mergers if Colony NorthStar were to dispose of such asset for up to ten years following the Mergers; and

    Colony NorthStar would succeed to any earnings and profits accumulated by Colony or NRF, as applicable, for tax periods that such entity did not qualify as a REIT and Colony NorthStar would have to pay a special dividend and/or employ applicable deficiency dividend procedures (including interest payments to the IRS) to eliminate such earnings and profits to maintain its REIT qualification.

                If there is an adjustment to Colony's or NRF's taxable income or dividends paid deductions, Colony NorthStar could elect to use the deficiency dividend procedure to maintain Colony's or NRF's, as applicable, REIT status. That deficiency dividend procedure could require Colony NorthStar to make significant distributions to its stockholders and to pay significant interest to the IRS.

                As a result of these factors, Colony's or NRF's failure to qualify as a REIT prior to the Mergers could impair Colony NorthStar's ability after the Mergers to expand its business and raise capital and could materially adversely affect the value of Colony NorthStar's stock.

Risks Related to Colony's Qualification as a REIT

                You should read and consider the risk factors specific to Colony's qualification as a REIT, which will also affect Colony NorthStar, as the combined company, after the Mergers. These risks are described in Part I, Item 1A of Colony's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 under the heading "Risks Related to Our Taxation as a REIT" and in other documents that are incorporated by reference into this joint proxy statement/prospectus. Refer to the section entitled "Where You Can Find More Information; Incorporation by Reference" beginning on page [—] of this joint proxy statement/prospectus.

Risks Related to NRF's Qualification as a REIT

                You should read and consider the risk factors specific to NRF's qualification as a REIT, which will also affect Colony NorthStar, as the combined company, after the Mergers. These risks are described in Part I, Item 1A of NRF's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 under the heading "Risks Related to Regulatory Matters and Our REIT Tax Status," and in other documents that are incorporated by reference into this joint proxy statement/prospectus. Refer to the section entitled "Where You Can Find More Information; Incorporation by Reference" beginning on page [—] of this joint proxy statement/prospectus.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

                This joint proxy statement/prospectus, including information included or incorporated by reference in this joint proxy statement/prospectus, may contain certain forecasts and other forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 the Companies' control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Any statements regarding the benefits of the Mergers or NSAM's, Colony's or NRF's future financial condition, results of operations and business are also forward-looking statements. Without limiting the generality of the preceding sentence, certain statements contained in the sections "The Mergers—Background of the Mergers," "The Mergers—Certain Unaudited Prospective Financial Information of NSAM," "The Mergers—Certain Unaudited Prospective Financial Information of Colony" and "The Mergers—Certain Unaudited Prospective Financial Information of NRF" constitute forward-looking statements.

                These forward-looking statements are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond NSAM's, Colony's and NRF's control. These include the factors described above in "Risk Factors" and under the caption "Risk Factors" in NSAM's Annual Report on Form 10-K for the year ended December 31, 2015, as amended, Colony's Annual Report on Form 10-K for the year ended December 31, 2015, as amended, and NRF's Annual Report on Form 10-K for the year ended December 31, 2015, as amended, each of which is incorporated herein by reference, as well as:

    the failure to receive, on a timely basis or otherwise, the required approvals by NSAM, Colony and NRF stockholders, governmental or regulatory agencies and third parties;

    the risk that a condition to the closing of the Mergers may not be satisfied;

    NSAM's, Colony's and NRF's ability to consummate the Mergers;

    operating costs and business disruption may be greater than expected;

    the ability of NSAM, Colony and NRF to retain their senior executives and maintain relationships with business partners pending consummation of the Mergers;

    the ability to realize substantial efficiencies and synergies as well as anticipated strategic and financial benefits, and the impact of legislative, regulatory and competitive changes; and

    the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement.

                Should one or more of the risks or uncertainties described above or elsewhere in reports incorporated by reference herein occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint

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proxy statement/prospectus or the date of any document incorporated by reference in this joint proxy statement/prospectus, as applicable.

                All forward-looking statements, expressed or implied, included in this joint proxy statement/prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that NSAM, Colony, NRF or persons acting on their behalf may issue.

                Except as otherwise required by applicable law, NSAM, Colony and NRF disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section. Also refer to the section entitled "Where You Can Find More Information; Incorporation by Reference" beginning on page [—] of this joint proxy statement/prospectus.

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PARTIES TO THE MERGER AGREEMENT

NSAM Entities

NorthStar Asset Management Group Inc.

                NSAM, a Delaware corporation, is a publicly-traded global asset management firm focused on strategically managing real estate and other investment platforms in the United States and internationally. NSAM provides asset management and other services by managing NRE, NRF and NSAM's retail companies. NSAM earns asset management and other fees pursuant to management and other contracts and through its direct and indirect investments in strategic partnerships and joint ventures. In addition, NSAM owns NorthStar Securities, LLC, a captive broker-dealer platform that raises capital in the retail market. NSAM LP is the operating partnership of NSAM and holds substantially all of NSAM's assets and liabilities. NSAM conducts its operations, directly or indirectly, through NSAM LP.

                NSAM commenced operations on July 1, 2014 upon the spin-off by NRF of its asset management business into a separate publicly-traded company, which we refer to as the NSAM spin-off. The NSAM spin-off was in the form of a tax-free distribution to NRF common stockholders where each NRF common stockholder received NSAM common stock on a one-for-one basis. At the same time, NRF became externally managed by an affiliate of NSAM through a management contract with an initial term of 20 years. On October 31, 2015, NRF completed a spin-off of its European real estate business (excluding its European healthcare properties), which we refer to as the NRE spin-off, into a separate publicly traded REIT, NRE. NSAM manages NRE pursuant to a long-term management agreement, on substantially similar terms as NSAM's management agreement with NRF.

                NSAM has a substantial business raising and managing capital in the retail market, accessing a variety of pools of capital and through various vehicles that include REITs, closed-end funds and other vehicles that NSAM may form in the future. We refer to the foregoing platform as the retail business. NSAM is organized to provide asset management and other services to NSAM's managed companies, or any other companies it may sponsor in the future, both in the United States and internationally. NSAM's managed companies have historically invested in the commercial real estate industry.

                NSAM seeks to expand the scope of its asset management business beyond real estate into new asset classes and geographies by organically creating and managing additional investment vehicles or through acquisitions, strategic partnerships and joint ventures. To date, NSAM has acquired an approximate 84% interest in Townsend Holdings LLC for $383.0 million, net of post-closing adjustments, a 43% interest in American Healthcare Investors LLC and a 45% interest in Island Hospitality Management Inc. Founded in 1983, Townsend Holdings LLC is the manager or advisor to $175.3 billion of assets as of March 31, 2016. Townsend Holdings LLC's management team owns the remainder of the business and continues to direct the day-to-day operations, subject to the oversight and direction of its board of directors, which is controlled by NSAM.

                NSAM common stock is traded on the NYSE under the symbol "NSAM." NSAM's principal executive office is located at 399 Park Avenue, 18th Floor, New York, New York 10022 and its phone number is (212) 547-2600.

Colony NorthStar, Inc.

                Colony NorthStar, a Maryland corporation and a wholly owned subsidiary of NSAM, was formed solely for the purpose of facilitating the Mergers and related transactions contemplated by the merger agreement. Colony NorthStar has not carried on any activities or operations to date, except for

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those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement. The merger agreement provides for the mergers of NSAM, New NRF Parent and Colony into Colony NorthStar, which will be the publicly traded entity for the combined company following the effective time of the Mergers.

                As a subsidiary of NSAM until the consummation of the Mergers, Colony NorthStar's principal executive office is located at 399 Park Avenue, 18th Floor, New York, New York 10022 and its phone number is (212) 547-2600.

Colony Entities

Colony Capital, Inc.

                Colony, a Maryland corporation, is a publicly-traded global real estate and investment management firm that has elected to be taxed as a REIT for U.S. federal income tax purposes. Through its global investment management business, which has operated under the Colony Capital brand for more than 25 years, Colony has $18.8 billion of assets under management and $9.3 billion of fee-earning equity under management. Colony manages capital on behalf of both its stockholders and limited partners in private investment funds under its management where Colony may earn management fees and carried interests. Colony's investment portfolio is primarily composed of: (i) real estate equity; (ii) real estate debt; and (iii) investment management of Colony-sponsored private equity funds and vehicles.

                Colony was organized on June 23, 2009 as a Maryland corporation and completed its initial public offering in September 2009. Colony elected to be taxed as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2009. Colony was organized and conduct its operations to qualify as a REIT, and generally is not subject to U.S. federal income taxes on its taxable income to the extent that it annually distributes all of its taxable income to stockholders and maintains qualification as a REIT, although it is subject to U.S. federal income tax on income earned through its taxable subsidiaries. It also operates its business in a manner that will permit it to maintain its exemption from registration as an investment company under the Investment Company Act.

                Until April 2, 2015, Colony was externally managed and advised by Colony Financial Manager, LLC, which we refer to as its CF Manager, a wholly owned subsidiary of Colony Capital, LLC, a privately held independent global real estate investment firm founded in 1991 by Thomas J. Barrack, Jr., its Executive Chairman. On April 2, 2015, Colony became an internally managed company by acquiring its CF Manager as part of a combination transaction.

                Colony class A common stock is traded on the NYSE under the symbol "CLNY." Colony's principal executive office is located at 515 South Flower Street, 44th Floor, Los Angeles, California 90071 and its phone number is (310) 282-8820.

NRF Entities

NorthStar Realty Finance Corp.

                NRF, a Maryland corporation, is a publicly-traded, diversified commercial real estate company that has elected to be taxed as a REIT for U.S. federal income tax purposes. It is managed by an affiliate of NSAM. NRF's primary business objectives are to make diversified real estate-related investments that produce attractive risk-adjusted returns, generate stable cash flow for distribution to its stockholders and build long-term franchise value. NRF's core business activities include acquiring commercial real estate properties, such as healthcare, hotels, manufactured housing communities, office

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and retail net lease and multifamily; making opportunistic investments such as indirect interests in real estate through private equity real estate funds; and originating, structuring and acquiring commercial real estate debt.

                As of May 5, 2016, adjusted for sales and commitments to sell investments, NRF had $13 billion of balance sheet investments, comprised of 85% real estate equity assets and 15% commercial real estate debt and securities assets.

                Substantially all of NRF's assets, directly or indirectly, are held by NRF LP, a Delaware limited partnership and the operating partnership of NRF. NRF conducts its operations, directly or indirectly, through NRF LP.

                NRF common stock is traded on the NYSE under the symbol "NRF." NRF's principal executive office is located at 399 Park Avenue, 18th Floor, New York, New York 10022 and its phone number is (212) 547-2600.

New Sirius Inc.

                New NRF Parent, a Maryland corporation and a wholly owned subsidiary of NRF, was formed solely for the purpose of facilitating the Mergers and related transactions contemplated by the merger agreement. New NRF Parent has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement. Pursuant to the merger agreement, upon the completion of the NRF reorganization transactions, as described in "The Merger Agreement—The Mergers and Related Transactions—The Reorganization Transactions—The NRF Reorganization Transactions" beginning on page [—] of this joint proxy statement/prospectus, New NRF Parent will become the holding company of NRF and its subsidiaries.

                As a subsidiary of NRF, New NRF Parent's principal executive office is located at 399 Park Avenue, 18th Floor, New York, New York 10022 and its phone number is (212) 547-2600.

NorthStar Realty Finance Limited Partnership

                NRF LP, a Delaware limited partnership and a subsidiary of NRF, is the operating partnership of NRF. NRF LP holds, directly or indirectly, substantially all of NRF's assets and NRF conducts its operations, directly or indirectly, through NRF LP. Pursuant to the merger agreement, upon the completion of the NRF reorganization transactions, NRF LP will be merged with and into NRF.

                As a subsidiary of NRF, NRF LP's principal executive office is located at 399 Park Avenue, 18th Floor, New York, New York 10022 and its phone number is (212) 547-2600.

Sirius Merger Sub-T, LLC

                NRF OP Merger Sub, a Delaware limited liability company and a wholly owned subsidiary of NRF, was formed solely for the purpose of facilitating the Mergers and related transactions contemplated by the merger agreement. NRF OP Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement. Pursuant to the merger agreement, upon the completion of the NRF reorganization transactions, NRF OP Merger Sub will be merged with and into NRF LP, which will then be merged with and into NRF.

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                As a subsidiary of NRF, NRF OP Merger Sub's principal executive office is located at 399 Park Avenue, 18th Floor, New York, New York 10022 and its phone number is (212) 547-2600.

New Sirius Merger Sub, LLC

                New Parent Merger Sub, a Delaware limited liability company and a wholly owned subsidiary of New NRF Parent, was formed solely for the purpose of facilitating the Mergers and related transactions contemplated by the merger agreement. New Parent Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement. Pursuant to the merger agreement, upon the completion of the NRF reorganization transactions, New Parent Merger Sub will be merged with and into NRF, with NRF surviving the merger.

                As a subsidiary of NRF, New Parent Merger Sub's principal executive office is located at 399 Park Avenue, 18th Floor, New York, New York 10022 and its phone number is (212) 547-2600.

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THE NSAM SPECIAL MEETING

Date, Time, Place and Purpose of the NSAM Special Meeting

                The NSAM special meeting will be held at [—], located at [—], [—], [—], on [—], 2016, commencing at [—] (Eastern Time). The NSAM special meeting is being held in order for NSAM common stockholders to consider and vote on:

    the NSAM merger proposal;

    each of the NSAM charter proposals;

    the NSAM compensation proposal; and

    the NSAM adjournment proposal.

Recommendation of the NSAM Board

                The NSAM special committee has unanimously: (i) determined that each of the merger agreement, the transactions contemplated by the merger agreement, including the Mergers, the Colony NorthStar charter and the other related matters and agreements described in this joint proxy statement/prospectus are advisable, fair to and in the best interests of NSAM and its stockholders; (ii) recommended that the NSAM board submit for consideration and adoption or approval by NSAM stockholders at the NSAM special meeting the Redomestication merger, the merger agreement, the Colony NorthStar charter and other related matters as described in this joint proxy statement/prospectus; and (iii) recommended that the NSAM board recommend to NSAM stockholders that they vote in favor of the adoption or approval of such matters.

                The NSAM board, following the unanimous recommendation of the NSAM special committee, has: (i) determined that each of the merger agreement, the transactions contemplated by the merger agreement, including the Mergers, the Colony NorthStar charter and the other related matters and agreements described in this joint proxy statement/prospectus are advisable, fair to and in the best interests of NSAM and its stockholders; and (ii) approved, adopted and declared advisable the Redomestication merger, the merger agreement, the Colony NorthStar charter and other related matters as described in this joint proxy statement/prospectus, as well as the other agreements related to the foregoing.

                Accordingly, the NSAM board, following the unanimous recommendation of the NSAM special committee, recommends that you vote "FOR" the NSAM merger proposal, "FOR" each of the NSAM charter proposals, "FOR" the NSAM compensation proposal and "FOR" the NSAM adjournment proposal. For a more complete description of the recommendation of the NSAM board, refer to the section entitled "The Mergers—Reasons for the Mergers and Recommendation of the NSAM Board" beginning on page [—] of this joint proxy statement/prospectus.

Record Date; Who Can Vote at the NSAM Special Meeting

                The NSAM board has fixed the close of business on [—], 2016 as the record date for determination of NSAM common stockholders entitled to receive notice of, and to vote at, the NSAM special meeting and any postponements or adjournments of the NSAM special meeting. Only holders of record of NSAM common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the NSAM special meeting. As of the NSAM special meeting record date,

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there were [—] shares of NSAM common stock outstanding and entitled to be voted at the NSAM special meeting, held by approximately [—] holders of record.

                Each share of NSAM common stock is entitled to one vote on each of the NSAM merger proposal, the NSAM charter proposals, the NSAM compensation proposal and the NSAM adjournment proposal.

Stockholders of Record and Beneficial Owners

                If your shares of NSAM common stock are registered directly in your name with NSAM's transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares of NSAM common stock, the "stockholder of record." This joint proxy statement/prospectus and proxy card have been sent to you directly by NSAM.

                If your shares of NSAM common stock are held through a broker or other nominee, you are considered the "beneficial owner" of shares of NSAM common stock held in "street name." In that case, this joint proxy statement/prospectus has been forwarded to you by your broker or other nominee who is considered, with respect to those shares of NSAM common stock, the stockholder of record. As the beneficial owner, you have the right to direct your broker or other nominee how to vote your shares by following their instructions for voting. Brokers or other nominees who hold shares in "street name" for customers generally have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, brokers and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters such as the NSAM merger proposal, each of the NSAM charter proposals, the NSAM compensation proposal and the NSAM adjournment proposal and, as a result, absent specific instructions from the beneficial owner of such shares of NSAM common stock, brokers or other nominees are not empowered to vote those shares of NSAM common stock on non-routine matters. A broker non-vote occurs when a nominee holds shares for a beneficial owner but cannot vote on a proposal because the nominee does not have the discretionary power to do so and has not received instructions from the beneficial owner.

Quorum

                The holders of a majority of the outstanding shares of NSAM common stock entitled to vote on a matter at the NSAM special meeting, present in person or represented by proxy, will constitute a quorum at the NSAM special meeting. All shares of NSAM common stock, represented in person or by proxy, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the NSAM special meeting. The NSAM adjournment proposal may be approved without a quorum being present.

                Under NSAM's bylaws, in the event that a quorum is not present or represented at the NSAM special meeting, in addition to an adjournment pursuant to the NSAM adjournment proposal, the chairperson of the NSAM special meeting has the power to adjourn the meeting from time to time until a quorum is present or represented.

Attendance

                Only NSAM common stockholders of record, their duly authorized proxy holders, beneficial stockholders with proof of ownership and NSAM's guests may attend the NSAM special meeting. An admission ticket and government-issued picture identification will be required to enter the NSAM special meeting. NSAM common stockholders may obtain a ticket and directions to the NSAM special meeting by writing to NorthStar Asset Management Group Inc., Attention: Corporate Secretary, at 399 Park Avenue, 18th Floor, New York, New York 10022. If you are a registered stockholder, please

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indicate that in your request. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. If your shares of NSAM common stock are held through a broker or other nominee, you must enclose with your request evidence of your ownership of shares, which you can obtain from your broker or other nominee. Please submit your ticket request and proof of ownership as promptly as possible in order to ensure you receive your ticket in time for the NSAM special meeting. Please note that cameras, recording devices and other electronic devices will not be permitted at the NSAM special meeting.

Vote Required for Approval; Effect of Failure to Vote, Broker Non-Votes and Abstention

                For the NSAM merger proposal and each of the NSAM charter proposals, you may vote "FOR," "AGAINST" or "ABSTAIN." Approval of the NSAM merger proposal and approval of each of the NSAM charter proposals requires the affirmative vote of the holders of a majority of the outstanding shares of NSAM common stock entitled to vote on such proposals. Consequently, abstentions, failures to submit a proxy or to vote in person at the NSAM special meeting and broker non-votes will have the same effect as votes "AGAINST" the NSAM merger proposal and each of the NSAM charter proposals.

                For the NSAM compensation proposal and the NSAM adjournment proposal, you may vote "FOR," "AGAINST" or "ABSTAIN." Approval of each of the NSAM compensation proposal and the NSAM adjournment proposal requires the affirmative vote of the holders of a majority of the shares of NSAM common stock present in person or represented by proxy at the NSAM special meeting and entitled to vote on such proposals. Abstentions will be counted as shares present in person or represented by proxy and entitled to vote, but broker non-votes will not be counted as shares present in person or represented by proxy and entitled to vote. Consequently, abstentions will have the same effect as votes "AGAINST" these proposals but failures to submit a proxy or attend in person the NSAM special meeting and broker non-votes will have no effect on the approval of the NSAM compensation proposal or the NSAM adjournment proposal. The NSAM adjournment proposal also may be approved without a quorum being present by the holders of NSAM common stock present or represented by proxy by majority vote.

How to Vote Your Shares

                If you are a NSAM common stockholder of record, you may have your shares of NSAM common stock voted on matters presented at the NSAM special meeting in any of the following ways:

    by proxy – NSAM common stockholders of record have a choice of submitting a proxy to vote their shares:

    o
    through the Internet by visiting the website indicated on the enclosed proxy card and following the prompts using the control number located on the proxy card;

    o
    by telephone (from the United States, U.S. territories and [—]) using the toll-free telephone number listed on the enclosed proxy card; or

    o
    by signing, dating and returning the enclosed proxy card in the enclosed postage-paid return envelope; or

    in person – you may attend the NSAM special meeting and cast your vote there provided that you bring an admission ticket and government-issued picture identification. For instructions on

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      obtaining an admission ticket, refer above to the section entitled "—Attendance" beginning on page [—] of this joint proxy statement/prospectus.

                If you are a beneficial owner of NSAM common stock, you should receive instructions from your broker or other nominee that you must follow in order to have your shares of NSAM common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your broker or other nominee at the special meeting. Obtaining a legal proxy may take several days and must be obtained prior to your attending the NSAM special meeting in order to vote your shares at that meeting.

                Proxies submitted by the Internet or telephone must be received by [—], on [—]. If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the enclosed postage-paid return envelope, and your proxy card must be received by NSAM's Corporate Secretary by the time the NSAM special meeting begins.

                If you authorize a proxy to vote your shares, regardless of the method you choose to authorize such proxy, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of NSAM common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of NSAM common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the NSAM special meeting.

                If you properly sign your proxy card but do not mark the boxes showing how your shares of NSAM common stock should be voted on a matter, the shares of NSAM common stock represented by your properly signed proxy will be voted "FOR" the NSAM merger proposal, "FOR" each of the NSAM charter proposals, "FOR" the NSAM compensation proposal and "FOR" the NSAM adjournment proposal.

                If you have any questions or need assistance voting your shares, please contact MacKenzie Partners, Inc., NSAM's proxy solicitor, by calling toll-free (800) 322-2885.

                IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF NSAM COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE NSAM SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE, OR SUBMIT YOUR PROXY BY THE INTERNET OR TELEPHONE. STOCKHOLDERS WHO ATTEND THE NSAM SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

Revocation of Proxies or Voting Instructions

                Any NSAM common stockholder has the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting by proxy again at a later date through any of the methods available to you, by giving written notice of revocation to NSAM's Corporate Secretary, which notice, to ensure effective revocation, must be received by 11:59 p.m. (Eastern Time) on the business day prior to the date of the NSAM special meeting, or by attending the NSAM special meeting and voting in person. Your attendance at the NSAM special meeting will not by itself revoke your proxy. Written notice of revocation should be mailed to: NorthStar Asset Management Group Inc., Attention: Corporate Secretary, at 399 Park Avenue, 18th Floor, New York, New York 10022.

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                If you hold shares of NSAM common stock in "street name," you should contact your broker or other nominee for instructions on how to change your vote.

Adjournment

                The NSAM special meeting may adjourn to reconvene at the same or some other place and notice need not be given of any such adjourned meeting if the time, place, if any, of the adjourned meeting and the means of remote communications, if any, of the adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, NSAM may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each NSAM common stockholder of record entitled to vote at the meeting.

Tabulation of the Votes

                NSAM will appoint an Inspector of Election for the NSAM special meeting to tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

                Directors, officers and employees of NSAM may solicit proxies on behalf of NSAM in person or by telephone, facsimile or other means, for which they will not receive any additional compensation. NSAM has engaged MacKenzie Partners, Inc. to assist it in the solicitation of proxies. NSAM has agreed to pay MacKenzie Partners, Inc. an amount initially not expected to exceed $[—], which includes the payment of certain fees and expenses for its services to solicit proxies. In accordance with the regulations of the SEC and the NYSE, NSAM also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of shares of NSAM common stock.

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PROPOSALS SUBMITTED TO NSAM COMMON STOCKHOLDERS

Proposal 1 — The NSAM Merger Proposal

(Item 1 on the NSAM Proxy Card)

                In proposal 1, NSAM common stockholders are being asked to consider and vote on the approval of the merger of NSAM with and into Colony NorthStar with Colony NorthStar surviving the merger and the adoption of the merger agreement, pursuant to which NSAM, Colony and NRF through a series of transactions will merge with and into Colony NorthStar. The Mergers cannot be completed without the approval of the NSAM merger proposal by the affirmative vote of the holders of a majority of the outstanding shares of NSAM common stock entitled to vote on such proposal. If you abstain or fail to vote your shares, including shares held by a broker or other nominee, in favor of the NSAM merger proposal, this will have the same effect as a vote "AGAINST" the NSAM merger proposal. The merger agreement is attached as Annex A to this joint proxy statement/prospectus.

                The NSAM board, following the unanimous recommendation of the NSAM special committee, recommends that NSAM common stockholders vote "FOR" the NSAM merger proposal.

Proposals 2, 3, 4, 5 and 6 — The NSAM Charter Proposals

(Items 2, 3, 4, 5 and 6 on the NSAM Proxy Card)

                In proposal 2, NSAM common stockholders are being asked to consider and vote on the approval of a provision in the Colony NorthStar charter authorizing the Colony NorthStar board, without stockholder approval, to amend the Colony NorthStar charter to increase or decrease the aggregate number of shares of Colony NorthStar stock or the number of shares of any class or series of shares of Colony NorthStar stock that Colony NorthStar is authorized to issue.

                In proposal 3, NSAM common stockholders are being asked to consider and vote on the approval of a provision in the Colony NorthStar charter containing certain Colony NorthStar stock ownership and transfer restrictions, including a prohibition on any person actually or constructively owning more than 9.8% in value of the aggregate of the outstanding shares of Colony NorthStar's capital stock, or 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Colony NorthStar class A common stock, class B common stock and performance common stock, unless the Colony NorthStar board exempts the person from such ownership limitations.

                In proposal 4, NSAM common stockholders are being asked to consider and vote on the approval of a provision in the Colony NorthStar charter providing that, subject to the rights of holders of Colony NorthStar preferred stock, a director may be removed only for cause and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors.

                In proposal 5, NSAM common stockholders are being asked to consider and vote on the approval of a provision in the Colony NorthStar charter providing that stockholders will not be entitled to any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL, unless the Colony NorthStar board shall determine such rights apply with regard to a specific transaction;

                In proposal 6, NSAM common stockholders are being asked to consider and vote on the approval of a provision in the Colony NorthStar charter providing that, at such time as Colony NorthStar is able to make an election under Title 3, Subtitle 8 of the MGCL, Colony NorthStar elects

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to be subject to a provision of Maryland law requiring that vacancies on the Colony NorthStar board may be filled only by the remaining directors and that any directors elected by the Colony NorthStar board to fill a vacancy will serve for the remainder of the full term of the class of directors in which the vacancy occurred.

                The Colony NorthStar charter, a form of which is attached as Annex B to this joint proxy statement/prospectus, will govern Colony NorthStar following completion of the Mergers.

                Approval of each of the NSAM charter proposals requires the affirmative vote of the holders of a majority of the outstanding shares of NSAM common stock entitled to vote on such proposal. If you abstain or fail to vote your shares, including shares held by a broker or other nominee, in favor of each of the NSAM charter proposals, this will have the same effect as a vote "AGAINST" the NSAM merger proposal.

                The NSAM board, following the unanimous recommendation of the NSAM special committee, recommends that NSAM common stockholders vote "FOR" each of the NSAM charter proposals.

Proposal 7 — The NSAM Compensation Proposal

(Item 7 on the NSAM Proxy Card)

                Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act, NSAM is providing its stockholders with the opportunity to cast an advisory (non-binding) vote on the compensation that may be paid or become payable to the NSAM named executive officers, as determined in accordance with Item 402(t) of Regulation S-K, that is based upon or otherwise relates to the Mergers and arises from any form of arrangement or understanding, whether written or unwritten, between NSAM and the NSAM named executive officers. The NSAM named executive officers are: David T. Hamamoto, Executive Chairman; Albert Tylis, Chief Executive Officer and President; Daniel R. Gilbert, Chief Investment and Operating Officer of NorthStar Asset Management Group, Ltd; Debra A. Hess, Chief Financial Officer; and Ronald J. Lieberman, Executive Vice President, General Counsel and Secretary.

                NSAM therefore is asking its stockholders to vote on the adoption of the following resolution:

                "RESOLVED, that the compensation that may be paid or become payable to NorthStar Asset Management Group Inc.'s named executive officers in connection with the Mergers, as disclosed in the table entitled "Golden Parachute Compensation" pursuant to Item 402(t) of Regulation S-K, including the associated narrative discussion and the agreements or understandings pursuant to which such compensation may be paid or become payable, as set forth in the section entitled "The Mergers—Interests of NRF's Directors and Executive Officers in the Mergers—Information for Advisory Vote on Merger-Related Compensation for the NSAM and NRF Named Executive Officers" is hereby APPROVED."

                Approval of the NSAM compensation proposal requires the affirmative vote of the holders of a majority of the shares of NSAM common stock present in person or represented by proxy at the NSAM special meeting and entitled to vote on such proposal. Abstentions will have the same effect as votes "AGAINST" the NSAM compensation proposal. Failures to vote and broker non-votes will have no effect on the approval of the NSAM compensation proposal.

                The NSAM board, following the unanimous recommendation of the NSAM special committee, recommends that NSAM common stockholders vote "FOR" the NSAM compensation proposal.

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Proposal 8 — The NSAM Adjournment Proposal

(Item 8 on the NSAM Proxy Card)

                The NSAM special meeting may be adjourned to another time or place, if necessary or appropriate, as determined by NSAM, to permit further solicitation of proxies, if necessary or appropriate, to obtain additional votes in favor of the NSAM merger proposal and each of the NSAM charter proposals.

                If, at the NSAM special meeting, the number of shares of NSAM common stock present in person or represented by proxy and voting in favor of the NSAM merger proposal and/or each of the NSAM charter proposals is insufficient to approve such proposals, NSAM intends to move to adjourn the NSAM special meeting in order to enable the NSAM board to solicit additional proxies for approval of such proposals.

                NSAM is asking NSAM common stockholders to approve the adjournment of the NSAM special meeting, if necessary or appropriate, as determined by NSAM, to solicit additional proxies in favor of the NSAM merger proposal and each of the NSAM charter proposals.

                Approval of the proposal to adjourn the special meeting, if necessary or appropriate as determined by NSAM, to solicit additional proxies requires the affirmative vote of the holders of a majority of the shares of NSAM common stock present in person or represented by proxy at the NSAM special meeting and entitled to vote on such proposal.

                The NSAM board, following the unanimous recommendation of the NSAM special committee, recommends that NSAM common stockholders vote "FOR" the NSAM adjournment proposal.

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THE COLONY SPECIAL MEETING

Date, Time, Place and Purpose of Colony's Special Meeting

                The Colony special meeting will be held at [—], located at [—], [—], [—], on [—], 2016, commencing at [—] (Eastern Time). The Colony special meeting is being held in order for Colony common stockholders to consider and vote on:

    the Colony merger proposal;

    the Colony compensation proposal; and

    the Colony adjournment proposal.

Recommendation of the Colony Board

                The Colony board, has unanimously (i) determined that the Colony merger is advisable and in the best interests of Colony and recommended that its stockholders approve the Colony merger and related transactions contemplated by the merger agreement to the extent applicable to Colony; and (ii) approved Colony's entry into the merger agreement, the transactions contemplated by the merger agreement and other related agreements as described in this joint proxy statement/prospectus. Accordingly, the Colony board recommends that you vote "FOR" the Colony merger proposal, "FOR" the Colony compensation proposal and "FOR" the Colony adjournment proposal. For a more complete description of the recommendation of the Colony board, refer to the section entitled "The Mergers—Reasons for the Mergers and Recommendation of the Colony Board."

Record Date; Who Can Vote at Colony's Special Meeting

                The Colony board has fixed the close of business on [—], 2016 as the record date for determination of Colony common stockholders entitled to receive notice of, and to vote at, the Colony special meeting and any postponements or adjournments of the Colony special meeting. Only holders of record of Colony common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Colony special meeting. Holders of Colony class A common stock and Colony class B common stock vote together on all proposals for consideration at the Colony special meeting. As of the Colony special meeting record date, there were [—] shares of Colony class A common stock outstanding and entitled to vote at the Colony special meeting, held by approximately [—] holders of record and [—] shares of Colony class B common stock outstanding and entitled to vote at the Colony special meeting, held by one holder of record.

                Each holder of Colony class A common stock is entitled to one vote per share on each of the Colony merger proposal, the Colony compensation proposal and the Colony adjournment proposal. Thomas J. Barrack, Jr. and/or his affiliates, as the sole holders of Colony class B common stock, are entitled to 36.5 votes per share of Colony class B common stock on each of the Colony merger proposal, the Colony compensation proposal and the Colony adjournment proposal.

Stockholders of Record and Beneficial Owners

                If your shares of Colony common stock are registered directly in your name with Colony's transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares of Colony common stock, the "stockholder of record." This joint proxy statement/prospectus and proxy card have been sent to you directly by Colony.

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                If your shares of Colony common stock are held through a broker or other nominee, you are considered the "beneficial owner" of shares of Colony common stock held in "street name." In that case, this joint proxy statement/prospectus has been forwarded to you by your broker or other nominee who is considered, with respect to those shares of Colony common stock, the stockholder of record. As the beneficial owner, you have the right to direct your broker or other nominee how to vote your shares by following their instructions for voting. Brokers or other nominees who hold shares in "street name" for customers generally have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, brokers and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters such as the Colony merger proposal, the Colony compensation proposal and the Colony adjournment proposal and, as a result, absent specific instructions from the beneficial owner of such shares of Colony common stock, brokers or other nominees are not empowered to vote those shares of Colony common stock on non-routine matters. A broker non-vote occurs when a nominee holds shares for a beneficial owner but cannot vote on a proposal because the nominee does not have the discretionary power to do so and has not received instructions from the beneficial owner.

Quorum

                The presence in person or by proxy of stockholders entitled to cast a majority of all votes entitled to be cast at the Colony special meeting will constitute a quorum at the Colony special meeting. All shares of Colony common stock, represented in person or by proxy, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Colony special meeting. The Colony adjournment proposal may be approved without a quorum being present.

                If a quorum is not present, the Colony special meeting may be adjourned by the stockholders entitled to vote at such meeting, present in person or by proxy, from time to time to a date not more than 120 days after the original record date without a new record date and without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Attendance

                Only Colony common stockholders of record, their duly authorized proxy holders, beneficial stockholders with proof of ownership and Colony's guests may attend the Colony special meeting. An admission ticket and government-issued picture identification will be required to enter the Colony special meeting. Colony common stockholders may obtain a ticket and directions to the Colony special meeting by writing to Ronald M. Sanders, Chief Legal Officer and Secretary, Colony Capital, Inc., 515 S. Flower Street, 44th Floor, Los Angeles, California 90071. If you are a registered stockholder, please indicate that in your request. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. If your shares of Colony common stock are held through a broker or other nominee, you must enclose with your request evidence of your ownership of shares, which you can obtain from your broker or other nominee. Please submit your ticket request and proof of ownership as promptly as possible in order to ensure you receive your ticket in time for the Colony special meeting. Please note that cameras, recording devices and other electronic devices will not be permitted at the Colony special meeting.

Vote Required for Approval; Effect of Failure to Vote, Broker Non-Votes and Abstention

                For the Colony merger proposal, you may vote "FOR," "AGAINST" or "ABSTAIN." Approval of the Colony merger proposal requires the affirmative vote of the holders of a majority of the votes

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entitled to be cast by the holders of the outstanding shares of Colony common stock, voting together as a single class. Consequently, abstentions, failures to submit a proxy or to vote in person at the Colony special meeting and broker non-votes will have the same effect as votes "AGAINST" the Colony merger proposal and, consequently, the Mergers.

                For the Colony compensation proposal and the Colony adjournment proposal, you may vote "FOR," "AGAINST" or "ABSTAIN." Approval of each of the Colony compensation proposal and the Colony adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast at the Colony special meeting on such proposals. If you attend the Colony special meeting and abstain from voting on those proposals, or if you have given a proxy and abstained on those proposals, the shares of Colony common stock held by you or your broker or other nominee will not be counted in respect of, and will not have an effect on, the Colony compensation proposal or the Colony adjournment proposal. If you fail to submit a proxy or attend in person the Colony special meeting, or if you are a beneficial owner and fail to instruct your broker or other nominee how to vote on those proposals, the shares of Colony common stock held by you or your broker or other nominee will not be counted in respect of, and will not have an effect on, the Colony compensation proposal or the Colony adjournment proposal.

How to Vote Your Shares

                If you are a Colony common stockholder of record, you may have your shares of Colony common stock voted on matters presented at the Colony special meeting in any of the following ways:

    in person – you may attend the Colony special meeting and cast your vote there, provided that you bring an admission ticket and government-issued picture identification. For instructions on obtaining an admission ticket, refer above to the section entitled "—Attendance" beginning on page [—] of this joint proxy statement/prospectus; or

    by mail – you may submit a proxy to vote your shares by completing and signing your proxy card and returning it in the enclosed postage-paid return envelope.

                If you are a beneficial owner of Colony common stock, you should receive instructions from your broker or other nominee that you must follow in order to have your shares of Colony common stock voted. Those instructions will identify which procedures must be followed in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you will need to bring a copy of a recent bank or brokerage statement evidencing your ownership of Colony common stock.

                If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the enclosed postage-paid return envelope, and your proxy card must be received by Ronald M. Sanders, Colony's Chief Legal Officer and Secretary, by the time the Colony special meeting begins.

                If you authorize a proxy to vote your shares, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of Colony common stock in the way that you indicate. When completing the proxy card, you may specify whether your shares of Colony common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Colony special meeting.

                If you properly sign your proxy card but do not mark the boxes showing how your shares of Colony common stock should be voted on a matter, the shares of Colony common stock represented by your properly signed proxy will be voted "FOR" the Colony merger proposal, "FOR" the Colony compensation proposal and "FOR" the Colony adjournment proposal.

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                If you have any questions or need assistance voting your shares, please contact D.F. King & Co., Inc., our proxy solicitor, by calling toll-free at (866) 751-6311.

                IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF COLONY COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE COLONY SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE, OR SUBMIT YOUR PROXY BY THE INTERNET OR TELEPHONE. STOCKHOLDERS WHO ATTEND THE COLONY SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

Revocation of Proxies or Voting Instructions

                Any Colony common stockholder has the right to revoke a proxy at any time before it is exercised, by voting by proxy again at a later date, by giving written notice of revocation to Ronald M. Sanders, Colony's Chief Legal Officer and Secretary, which notice must be received by 11:59 p.m. (Eastern Time) on the business day prior to the date of the Colony special meeting, or by attending the Colony special meeting and voting in person. Your attendance at the Colony special meeting will not by itself revoke your proxy. Written notice of revocation or later dated proxies should be mailed to: Ronald M. Sanders, Chief Legal Officer and Secretary, Colony Capital, Inc., 515 S. Flower Street, 44th Floor, Los Angeles, California 90071.

                If you hold shares of Colony common stock in "street name," you should contact your broker or other nominee for instructions on how to change your vote.

Adjournment

                If a quorum is not present, the Colony special meeting may be adjourned by the stockholders entitled to vote at such meeting, present in person or by proxy, from time to time to a date not more than 120 days after the original record date without a new record date and without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Tabulation of the Votes

                Colony will appoint an Inspector of Election for the Colony special meeting to tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

                Directors, officers and employees of Colony may solicit proxies on behalf of Colony in person or by telephone, facsimile or other means, for which they will not receive any additional compensation. Colony has engaged D.F. King & Co., Inc. to assist it in the solicitation of proxies. Colony has agreed to pay D.F. King & Co., Inc. an amount initially not expected to exceed $[—], which includes the payment of certain fees and expenses for its services to solicit proxies. In accordance with the regulations of the SEC and the NYSE, Colony also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of shares of Colony common stock.

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PROPOSALS SUBMITTED TO COLONY COMMON STOCKHOLDERS

Proposal 1 — The Colony Merger Proposal

(Item 1 on the Colony Proxy Card)

                In proposal 1, Colony common stockholders are being asked to consider and vote on the approval of the merger of Colony with and into Colony NorthStar with Colony NorthStar surviving the merger and the adoption of the merger agreement, pursuant to which NSAM, Colony and NRF through a series of transactions will merge with and into Colony NorthStar. The Mergers cannot be completed without the approval of the Colony merger proposal by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of Colony class A and class B common stock, voting together as a single class. If you abstain or fail to vote your shares, including shares held by a broker or other nominee, in favor of the Colony merger proposal, this will have the same effect as a vote "AGAINST" the Colony merger proposal. The merger agreement is attached as Annex A to this joint proxy statement/prospectus.

                The Colony board unanimously recommends that Colony common stockholders vote "FOR" the Colony merger proposal.

Proposal 2 — The Colony Compensation Proposal

(Item 2 on the Colony Proxy Card)

                Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act, Colony is providing its stockholders with the opportunity to cast an advisory (non-binding) vote on the compensation that may be paid or become payable to the Colony named executive officers as determined in accordance with Item 402(t) of Regulation S-K, that is based upon or otherwise relates to the Mergers and arises from any form of arrangement or understanding, whether written or unwritten, between Colony and the Colony named executive officers. The Colony named executive officers are: Thomas J. Barrack, Jr., Executive Chairman; Richard B. Saltzman, Chief Executive Officer and President; Darren J. Tangen, Chief Financial Officer and Treasurer; Kevin P. Traenkle, Chief Investment Officer; and Mark M. Hedstrom, Chief Operating Officer.

                Colony therefore is asking its stockholders to vote on the adoption of the following resolution:

                "RESOLVED, that the compensation that may be paid or become payable to Colony Capital, Inc.'s named executive officers in connection with the Mergers, as disclosed in the table entitled "Golden Parachute Compensation" pursuant to Item 402(t) of Regulation S-K, including the associated narrative discussion and the agreements or understandings pursuant to which such compensation may be paid or become payable, as set forth in the section entitled "The Mergers—Interests of Colony's Directors and Executive Officers in the Mergers—Information for Advisory Vote on Merger-Related Compensation for the Colony Named Executive Officers "is hereby APPROVED."

                Approval of the Colony compensation proposal requires the affirmative vote of the holders of a majority of the votes cast on such proposal at the Colony special meeting. Abstentions, failures to vote and broker non-votes will have no effect on the approval of the Colony compensation proposal if a quorum is present.

                The Colony board unanimously recommends that Colony common stockholders vote "FOR" the Colony compensation proposal.

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Proposal 3 — The Colony Adjournment Proposal

(Item 3 on the Colony Proxy Card)

                The Colony special meeting may be adjourned to another time or place, if necessary or appropriate, as determined by Colony, to permit further solicitation of proxies, if necessary or appropriate, as determined by Colony, to obtain additional votes in favor of the Colony merger proposal.

                If, at the Colony special meeting, the number of shares of Colony common stock present in person or represented by proxy and voting in favor of the Colony merger proposal is insufficient to approve such proposal, Colony intends to move to adjourn the Colony special meeting in order to enable the Colony board to solicit additional proxies for approval of such proposal.

                Colony is asking Colony common stockholders to approve the adjournment of the Colony special meeting, if necessary or appropriate, as determined by Colony, to solicit additional proxies in