LOS ANGELES & NEW YORK--(EON: Enhanced Online News)--Colony Capital, Inc. (“Colony”) (NYSE: CLNY), NorthStar Asset Management Group Inc. (“NSAM”) (NYSE: NSAM) and NorthStar Realty Finance Corp. (“NRF”) (NYSE: NRF) today jointly announced that the shareholders of all three companies voted to approve the previously announced merger of the three companies at their respective special meetings.
“The overwhelmingly favorable shareholder vote provides support to our view that combining these three complementary companies will result in what we believe is the best outcome for all stakeholders. We are very excited with creating such a strong partnership of already established companies and our future prospects.”
A global, diversified real estate and investment management leader, the combined company will be named Colony NorthStar, Inc., and will be listed on the New York Stock Exchange under the ticker symbol “CLNS”. With a pro-forma equity market capitalization in excess of $8 billion, Colony NorthStar, Inc. 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 transaction was first announced on June 3, 2016.
Colony NorthStar, Inc. will have assets under management in excess of $58 billion, managing capital on behalf of its stockholders, institutional and retail investors in private funds and non-traded and traded real estate investment trusts and 1940 Act companies. Through increased scale and a more diversified and stable investment portfolio with best-in-class corporate governance, Colony NorthStar, Inc. should benefit from a stronger balance sheet; ongoing deleveraging and improved liquidity; broadened access to multiple sources of capital, including fee-bearing capital to accelerate growth and provide enhanced returns to shareholders; and significant continuing cost savings as a result of the merger.
Thomas J. 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.”
David T. Hamamoto, Executive Chairman of NSAM and Chairman of NRF, commented, “The overwhelmingly favorable shareholder vote provides support to our view that combining these three complementary companies will result in what we believe is the best outcome for all stakeholders. We are very excited with creating such a strong partnership of already established companies and our future prospects.”
“Our focus now turns to the successful integration of the businesses, realizing the anticipated synergies of the merger, and executing on our go-forward strategic plan by taking advantage of the unique scaled platform resulting from the merger,” added Richard B. Saltzman, Chief Executive Officer of Colony.
Upon closing of the transaction, Thomas J. Barrack Jr. will be Executive Chairman of the Board of Directors of Colony NorthStar, Inc., David Hamamoto will be Executive Vice Chairman, and Richard B. Saltzman will be Chief Executive Officer.
The companies expect to complete the merger in January 2017, subject to customary closing conditions.
About NorthStar Asset Management Group Inc.
NorthStar Asset Management Group Inc. is a 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 its NorthStar listed companies and its retail companies, both in the United States and internationally. 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 which raises capital in the retail market. For more information about NSAM, please visit www.nsamgroup.com.
About Colony Capital, Inc.
Colony Capital, Inc. (formerly Colony Financial, Inc.), a New York Stock Exchange publicly traded company, is a leading global real estate and investment management firm headquartered in Los Angeles, California with more than 300 employees across 14 offices in 10 countries. Through Colony’s global investment management business, which has operated under the Colony Capital brand for more than 25 years, Colony has sponsored $24 billion of equity across a variety of distinct funds and investment vehicles that collectively invested over $60 billion of total capital. Colony manages capital on behalf of both Colony shareholders 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 has elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes.
About NorthStar Realty Finance Corp.
NorthStar Realty Finance Corp. is a publicly-traded, diversified commercial real estate company that is organized as a REIT and is managed by an affiliate of NorthStar Asset Management Group Inc., a global asset management firm. NRF’s primary business objectives are to make diversified real estate-related investments that produce attractive risk-adjusted returns, generate stable cash flows 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.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward looking statements: the failure to receive, on a timely basis or otherwise, the required approvals by governmental or regulatory agencies and third parties; the risk that a condition to closing of the merger may not be satisfied; each company’s ability to consummate the merger; operating costs and business disruption may be greater than expected; the ability of each company to retain its senior executives and maintain relationships with business partners pending consummation of the merger; the combined company’s position and performance as a global, diversified real estate investment management leader, including its projected market capitalization and performance on the RMZ Index; the stability of the combined company’s portfolio; the ability to realize significant efficiencies and synergies as well as anticipated strategic and financial benefits, including, among others, a stronger balance sheet, improved liquidity, access to multiple capital sources and providing enhanced returns to shareholders; and the impact of legislative, regulatory and competitive changes. The foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in each company’s reports filed from time to time with the Securities and Exchange Commission, including NSAM’s and NRF’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and Colony’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. There can be no assurance that the merger will in fact be consummated.
We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this communication. None of NSAM, Colony or NRF is under any duty to update any of these forward-looking statements after the date of this communication, nor to conform prior statements to actual results or revised expectations, and none of NSAM, Colony or NRF intends to do so.