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Colony NorthStar Merger Approved by Shareholders

Shareholders of NorthStar Asset Management Group (NYSE: NSAM), Northstar Realty Finance (NYSE: NRF), and Colony Capital (NYSE: CLNY) have voted to approve the tri-company merger that was announced in June. The merger creates a $58 billion equity REIT called Colony NorthStar Inc. that will trade on the New York Stock Exchange under the ticker symbol “CLNS.”

NSAM, which spun off from NorthStar Realty in July 2014, is the sponsor of NorthStar’s non-traded REITs and other direct investment offerings. NRF is a publicly traded REIT that is managed by an affiliate of NSAM.

With a pro-forma equity market capitalization in excess of $8 billion, Colony NorthStar is expected to be in the top quartile of equity REITs as measured by market capitalization, according to the MSCI U.S. REIT Index (RMZ) classification. The firm will manage capital on behalf of its stockholders, institutional and retail investors in private funds and non-traded and traded real estate investment trusts and 1940 Act companies.

Thomas Barrack, Jr., executive chairman of Colony, commented, “This merger is the result of decades of long line relationships by all three companies aligning into one powerful, global real-estate and real asset investment manager.”

NRF common stockholders will receive 1.0996 shares of Colony Northstar’s common stock for each share of NRF common stock they own. NSAM stockholders will continue to own one share of Colony Northstar common stock for each share of NSAM common stock they previously owned. Colony common stockholders will receive 1.4663 shares of Colony Northstar’s common stock for each share of Colony common stock they own.

NSAM shareholders will own approximately 32.85 percent of the combined company on a fully diluted basis, Colony shareholders will own approximately 33.25 percent, and NRF shareholders will own approximately 33.90 percent.

NSAM shareholders will also receive, in addition to its regular quarterly dividend, a special cash dividend equal to $228 million, which represents a one-time distribution of excess NSAM taxable earnings and profits.

Upon closing of the transaction, Thomas Barrack Jr. will be executive chairman of the board of directors of Colony NorthStar, David Hamamoto will be executive vice chairman, and Richard Saltzman will be chief executive officer.

The companies expect to complete the merger in January 2017, subject to customary closing conditions.

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