As filed with the Securities and Exchange Commission on October 11, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
COLONY CREDIT REAL ESTATE, INC.
(Exact name of Registrant as specified in its charter)
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Maryland
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38-4046290
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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515 S. Flower Street, 44th Floor
Los Angeles, CA 90071
(310) 282-8820
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
David A. Palamé
590 Madison Avenue, 34th Floor
New York, New York 10022
(212) 230-3300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPY TO:
David
W. Bonser
Hogan Lovells US LLP
555 Thirteenth Street, NW
Washington, DC. 20004
Tel: (202) 637-5600
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration
statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act) other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) 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. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company,
and emerging growth company in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act).
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Class A Common Stock, $0.01 par value per share
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47,936,489
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$13.82
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$662,482,277.98
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$85,990.20
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(1)
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Pursuant to Rule 416 of the Securities Act of 1933, as amended, this registration statement also covers an
indeterminate number of Class A common stock that may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
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(2)
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Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) of
the Securities Act based on the average of the high and low prices for a share of Class A common stock as reported by the New York Stock Exchange on October 8, 2019.
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