Current Report Filing (8-k)
June 05 2017 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2017
COLONY NORTHSTAR, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-37980
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46-4591526
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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515 S. Flower Street, 44th Floor
Los Angeles, CA
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90071
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (310) 282-8820
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company has filed Articles Supplementary classifying 13,800,000 shares of the Companys authorized preferred stock as Series I Preferred Stock
with the Maryland State Department of Assessments and Taxation (the Articles Supplementary). The Articles Supplementary became effective on June 5, 2017. A description of the material terms of the Series I Preferred Stock, as
contained within the Articles Supplementary, is set forth below:
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Issuer:
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Colony NorthStar, Inc.
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Security:
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7.15% Series I Cumulative Redeemable Perpetual Preferred Stock
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No Maturity:
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Perpetual (unless repurchased or redeemed by the Issuer on or after June 5, 2022 or pursuant to its special optional redemption right, or converted by a holder in connection with a Change of Control (defined below))
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Liquidation Preference:
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$25.00 per share, plus accrued and unpaid dividends
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Dividend Rate:
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Holders of Series I Preferred Stock will be entitled to receive cumulative cash dividends on the Series I Preferred Stock at the rate of 7.15% per annum of the $25.00 per share liquidation preference, which is equivalent to $1.7875
per annum per share.
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Dividend Payment Dates:
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Dividends on the Series I Preferred Stock will be payable quarterly in arrears on or about the 15th day of each January, April, July and October. The first dividend on the Series I Preferred Stock sold in this offering will be paid
on July 15, 2017 and will be in the amount of $0.1986 per share.
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Optional Redemption:
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Except in instances relating to preservation of our qualification as a REIT or pursuant to our special optional redemption right discussed below, our Series I Preferred Stock is not redeemable prior to June 5, 2022. On and after
June 5, 2022, we may, at our option, redeem our Series I Preferred Stock, in whole, at any time, or in part, from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to,
but not including, the date of redemption.
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Special Optional Redemption:
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Upon the occurrence of a Change of Control (as defined below), we will have the option to redeem our Series I Preferred Stock, in whole, at any time, or in part, from time to time, within 120 days after the first date on which such
Change of Control has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date. To the extent that we exercise our special optional
redemption right relating to the Series I Preferred Stock, the holders of Series I Preferred Stock will not be permitted to exercise the conversion right described below in respect of their shares called for redemption.
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Change of Control:
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A Change of Control is when, after the original issuance of the Series I Preferred Shares, the following have occurred and are
continuing:
the
acquisition by any person, including any syndicate or group deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, of beneficial ownership, directly or indirectly, through a
purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition
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transactions of shares of our capital stock entitling that person to exercise more than 50% of the total voting power of
all shares of our capital stock entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent condition); and
following the closing of any transaction referred to in the bullet point above, neither
we nor the acquiring or surviving entity has a class of common securities (or ADRs representing such common securities) listed on the NYSE, the NYSE Amex or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the
NYSE, the NYSE Amex or NASDAQ.
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Conversion Rights:
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Upon the occurrence of a Change of Control (as defined above), holders will have the right (unless we have elected to exercise our special optional redemption right to redeem their Series I Preferred Stock) to convert some or all of
such holders Series I Preferred Stock into a number of shares of our Class A common stock, par value $0.01 per share, equal to the lesser of (A) the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount
of any accrued and unpaid dividends (whether or not declared) to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series I Preferred Stock dividend payment and prior
to the corresponding Series I Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and (B) 3.6075 (i.e., the Share Cap), subject,
in each case, to certain adjustments and provisions for the receipt of alternative consideration of equivalent value as described in the prospectus supplement.
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If we have provided a redemption notice with respect to some or all of the Series I Preferred Stock, holders of any Series I Preferred Stock that we have called for redemption will not be permitted to exercise their Change of
Control Conversion Right in respect of any of their shares of Series I Preferred Stock that have been called for redemption, and any Series I Preferred Stock subsequently called for redemption that has been tendered for conversion will be redeemed
on the applicable date of redemption instead of converted on the Change of Control Conversion Date.
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The summary set forth above is qualified in its entirety by reference to the copy of the Articles Supplementary included as an
exhibit to the Companys Registration Statement on Form 8-A filed with the U.S. Securities and Exchange Commission on June 5, 2017.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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3.1
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Articles Supplementary designating Colony NorthStar, Inc.s 7.15% Series I Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to
Exhibit 3.2 to the Companys Form 8-A filed on June 5, 2017)
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5.1*
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Opinion of Hogan Lovells US LLP regarding the legality of the Series I Preferred Stock
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23.1*
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Date: June 5, 2017
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COLONY NORTHSTAR, INC.
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By:
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/s/ Ronald M. Sanders
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Ronald M. Sanders
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Executive Vice President, Chief Legal Officer and Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Articles Supplementary designating Colony NorthStar, Inc.s 7.15% Series I Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to
Exhibit 3.2 to the Companys Form 8-A filed on June 5, 2017)
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5.1*
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Opinion of Hogan Lovells US LLP regarding the legality of the Series I Preferred Stock
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23.1*
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
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