|
Item 2.01.
|
Completion of Acquisition or Disposition of Assets.
|
The information provided in the
Explanatory Note of this Current Report on Form
8-K
is incorporated herein by reference.
On
January 10, 2017, pursuant to the Merger Agreement, NSAM, NRF and Colony merged into Colony NorthStar, which became the publicly traded company for the combined organization. Specifically, in accordance with the Merger Agreement, (i) NSAM
merged with and into Colony NorthStar, with Colony NorthStar continuing as the surviving corporation (the “Redomestication Merger”), (ii) New NRF, following certain internal reorganization transactions resulting in NRF becoming a wholly
owned subsidiary of New NRF, merged with and into Colony NorthStar, with Colony NorthStar continuing as the surviving corporation and NRF continuing as a limited liability company subsidiary of Colony NorthStar (the “NRF Merger”) and
(iii) Colony merged with and into Colony NorthStar, with Colony NorthStar continuing as the surviving corporation (the “Colony Merger” and, together with the Redomestication Merger and the NRF Merger, the “Mergers”).
At the effective time of the Redomestication Merger each share of NSAM common stock issued and outstanding immediately prior to such effective
time was cancelled and converted into the right to receive one share of the class A common stock of Colony NorthStar (“Colony NorthStar Class A Common Stock”).
At the effective time of the NRF Merger (i) each share of NRF common stock (“NRF Common Stock”) issued and outstanding
immediately prior to such effective time, through a series of transactions, was cancelled and converted into the right to receive 1.0996 shares of Colony NorthStar Class A Common Stock (the “NRF Common Stock Merger Consideration”),
and (ii) each share of NRF series A preferred stock, series B preferred stock, series C
preferred stock, series D preferred stock and series E preferred stock (collectively, “NRF Preferred Stock”) issued and outstanding immediately prior to such effective time, through a
series of transactions, was cancelled and converted into the right to receive one share of Colony NorthStar’s 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, 8.25% Series B Cumulative Redeemable Perpetual Preferred Stock, 8.875%
Series C Cumulative Redeemable Perpetual Preferred Stock, 8.500% Series D Cumulative Redeemable Perpetual Preferred Stock and 8.75% Series E Cumulative Redeemable Perpetual Preferred Stock, respectively, having preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividend, qualification and terms and conditions of redemption substantially similar to those of the corresponding series of NRF preferred stock (together, with the NRF Common Stock Merger
Consideration, the “NRF Merger Consideration”).
At the effective time of the Colony Merger (i) each share of class A common stock of Colony issued and outstanding immediately prior to
such effective time was cancelled and converted into the right to receive 1.4663 shares of Colony NorthStar Class A Common Stock, (ii) each share of class B common stock of Colony issued and outstanding immediately prior to such effective
time was cancelled and converted into the right to receive 1.4663 shares of the class B common Stock of Colony NorthStar (“Colony NorthStar Class B Common Stock”) and (iii) each share of Colony’s series A preferred stock,
series B preferred stock and series C preferred stock issued and outstanding immediately prior to such effective time was cancelled and converted into the right to receive one share of Colony NorthStar’s 8.50% Series F Cumulative Redeemable
Perpetual Preferred Stock, 7.50% Series G Cumulative Redeemable Perpetual Preferred Stock and 7.125% Series H Cumulative Redeemable Perpetual Preferred Stock, respectively, having preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividend, qualification and terms and conditions of redemption substantially similar to those of the corresponding series of Colony preferred stock.
The issuance of Colony NorthStar Class A Common Stock and Colony NorthStar series A preferred stock, series B preferred stock, series C
preferred stock, series D preferred stock, series E preferred stock, series F preferred stock, series G preferred stock and series H preferred stock in connection with the Mergers was registered under the Securities Act of 1933, as amended, pursuant
to Colony NorthStar’s registration statement on Form
S-4
(File
No. 333-
212739) filed with the U.S. Securities and Exchange Commission (the “SEC”) on
July 29, 2016 (as amended, the “Registration Statement”), and declared effective on November 18, 2016. The definitive joint proxy statement/prospectus of NSAM, Colony and NRF, dated November 18, 2016 (as supplemented by
NSAM’s and NRF’s Current Reports on Form
8-K
filed on November 23, 2016 and December 12, 2016, respectively, and Colony’s Current Report on Form
8-K
filed on December 12, 2016), which forms a part of the Registration Statement, contains additional information about the Mergers and the other transactions contemplated by the Merger Agreement, which
is incorporated by reference into this Item 2.01.
The foregoing description of the Merger Agreement and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which were filed as Exhibits 2.1, 2.2 and 2.3 to the Registration Statement, and are incorporated herein by reference.
