Colony NorthStar, Inc. (the “Company”) (NYSE: CLNS) today
announced it has priced 12,000,000 shares of 7.15% Series I
Cumulative Redeemable Perpetual Preferred Stock (“Series I
Preferred Stock”) with a liquidation preference of $25.00 per
share. In addition, the Company has granted the underwriters a
30-day option to purchase an additional 1,800,000 shares of the
7.15% Series I Preferred Stock on the same terms and conditions.
The offering is expected to close on or about June 5, 2017, subject
to customary closing conditions. Merrill Lynch, Pierce, Fenner
& Smith Incorporated, J.P. Morgan Securities LLC, Morgan
Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities
LLC are acting as joint book-running managers for the offering.
Citigroup Global Markets Inc. and Keefe, Bruyette & Woods,
Inc., a Stifel Company are acting as co-managers.
The Company estimates the net proceeds from the offering, after
deducting the underwriting discounts and commissions and estimated
offering expenses payable by the Company, will be approximately
$289.9 million, or approximately $333.5 million if the
underwriters’ option to purchase additional shares is exercised in
full. The Company intends to use the net proceeds of this offering
to redeem some or all of the shares of its 8.75% Series A
Cumulative Redeemable Perpetual Preferred Stock and 8.50% Series F
Cumulative Redeemable Perpetual Preferred Stock outstanding and to
use any remaining net proceeds for other general corporate
purposes.
The offering of the Series I Preferred Stock will be made under
the Company’s automatically effective shelf registration statement,
which was filed with the Securities and Exchange Commission (SEC).
The offering will be made only by means of a prospectus supplement
and prospectus, which have been filed with the SEC. Before you
invest, you should read the applicable prospectus supplement and
prospectus for more complete information about the Company and the
offering. You may obtain these documents free of charge by visiting
the SEC website at www.sec.gov. Alternatively, you may obtain
copies, when available, by contacting Merrill Lynch, Pierce, Fenner
& Smith Incorporated at NC1-004-03-43, 200 North College
Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus
Department, or by emailing dg.prospectus_requests@baml.com; J.P.
Morgan Securities LLC, 383 Madison Avenue, New York, New York
10179, Attention Investment Grade Syndicate Desk, telephone: (212)
834-4533; Morgan Stanley & Co. LLC at 180 Varick Street, 2nd
Floor, New York, NY 10014, Attn: Prospectus Department; RBC Capital
Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York
10281, Attn: Transaction Management, telephone: (866) 375-6829, or
by email at rbcnyfixedincomeprospectus@rbccm.com; or UBS Securities
LLC, 1285 Avenue of the Americas, New York, New York 10019,
Attention: Prospectus Specialist, telephone: (888) 827-7275.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of any securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Colony NorthStar, Inc.
Colony NorthStar, Inc. is a leading global real estate and
investment management firm. The Company resulted from
the January 2017 merger between Colony Capital,
Inc., NorthStar Asset Management Group
Inc. and NorthStar Realty Finance Corp. The Company
has significant property holdings in the healthcare, industrial and
hospitality sectors, other equity and debt investments and an
embedded institutional and retail investment management business.
The Company currently has assets under management of $56
billion and manages capital on behalf of its stockholders, as
well as institutional and retail investors in private funds,
non-traded and traded real estate investment trusts and registered
investment companies. In addition, the Company owns NorthStar
Securities, LLC, a captive broker-dealer platform which raises
capital in the retail market. The firm maintains principal offices
in Los Angeles and New York, with more than 500 employees in
offices located across 17 cities in ten countries. The Company will
elect to be taxed as a real estate investment trust, or REIT, for
U.S. federal income tax purposes. For additional information
regarding the Company and its management and business, please refer
to www.clns.com.
Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange of 1934, as amended.
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. You can also identify
forward-looking statements by discussions of strategy, plans or
intentions.
Forward-looking statements involve known and unknown risks,
uncertainties, assumptions and contingencies, many of which are
beyond the Company’s control, and may cause the Company’s actual
results to differ significantly from those expressed in any
forward-looking statement. Factors that might cause such a
difference include, without limitation, our failure to achieve
anticipated synergies in and benefits of the completed merger
among NorthStar Asset Management Group Inc., Colony
Capital, Inc. and NorthStar Realty Finance Corp., Colony
NorthStar’s liquidity, including its ability to complete identified
monetization transactions and other potential sales of non-core
investments, whether the Company will be able to maintain
its qualification as a REIT for U.S. federal income tax purposes,
the timing of and ability to deploy available capital, the timing
of and ability to complete repurchases of the Company’s stock, the
Company’s ability maintain inclusion and relative performance on
the MSCI U.S. REIT Index, the Company’s leverage, including the
timing and amount of borrowings under its credit facility,
increased interest rates and operating costs, adverse economic or
real estate developments in the Company’s markets, the Company’s
failure to successfully operate or lease acquired properties,
decreased rental rates, increased vacancy rates or failure to renew
or replace expiring leases, defaults on or non-renewal of leases by
tenants, the impact of economic conditions on the borrowers of the
Company’s commercial real estate debt investments and the
commercial mortgage loans underlying its commercial mortgage backed
securities, adverse general and local economic conditions, an
unfavorable capital market environment, decreased leasing activity
or lease renewals, and other risks and uncertainties detailed in
our filings with the U.S. Securities and Exchange
Commission (“SEC”). All forward-looking statements reflect the
Company’s good faith beliefs, assumptions and expectations, but
they are not guarantees of future performance. For a detailed
discussion of the risks and uncertainties that may cause the
Company’s actual results, performance or achievements to differ
materially from those expressed or implied by forward-looking
statements, see the section entitled “Risk Factors” in the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2016 filed with the SEC on February 28, 2017 and other
risks described in documents subsequently filed by the Company from
time to time in the future with the SEC.
The Company cautions investors not to unduly rely on any
forward-looking statements. The forward-looking statements speak
only as of the date of this press release. The Company is
under no duty to update any of these forward-looking statements
after the date of this press release, nor to conform prior
statements to actual results or revised expectations, and the
Company does not intend to do so.
Source: Colony NorthStar, Inc.
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version on businesswire.com: http://www.businesswire.com/news/home/20170524006316/en/
Colony NorthStar, Inc.Darren J. Tangen, 310-552-7230Executive
Vice President and Chief Financial OfficerorAddo Investor
RelationsLasse Glassen, 310-829-5400
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