Special Meetings of Stockholders Scheduled
for January 18, 2018 for Stockholders to Vote on the Proposed
Combination and Related Proposals
NorthStar Real Estate Income Trust, Inc. (“NorthStar Income I”)
and NorthStar Real Estate Income II, Inc. (“NorthStar Income II”)
today announced that, in connection with their proposed combination
with a select portfolio of assets and liabilities of Colony
NorthStar, Inc. (“Colony NorthStar”) to create Colony NorthStar
Credit Real Estate, Inc., each has filed with the Securities and
Exchange Commission (the “SEC”) a definitive joint proxy
statement/prospectus. In addition, both companies commenced a
mailing of proxy materials on December 6, 2017.
NorthStar Income I and NorthStar Income II have each scheduled a
special meeting of their stockholders to be held on January 18,
2018 at 9:00 a.m. (Eastern Time) and 10:00 a.m. (Eastern Time),
respectively, to vote on the proposed combination and related
proposals. Each meeting will be held at the offices of J.P. Morgan,
270 Park Avenue, 11th floor, New York, NY 10017.
Stockholders of record as of the close of business on November
28, 2017 are entitled to notice of and to vote at their respective
special meeting of stockholders.
Participation in the vote is important. Stockholders are urged
to participate in this critical vote regarding the future of their
investment and to vote their shares promptly to avoid unnecessary
solicitation measures and costs. Telephone and Internet voting are
available by following the instructions in the proxy materials sent
to stockholders.
Stockholders that hold shares through a broker or nominee should
provide their broker or nominee with instructions to vote for the
proposed combination and related proposals.
Questions and requests for assistance in voting may be directed
to NorthStar Income I’s and NorthStar Income II’s proxy solicitor,
D.F. King & Co., Inc., at the following numbers:
NorthStar Income I: 800.967.0261NorthStar Income II:
800.755.7250
About NorthStar Real Estate Income Trust, Inc.
NorthStar Income I is a public, non-traded REIT sponsored by
Colony NorthStar. NorthStar Income I was formed to originate,
acquire and asset manage a diversified portfolio of commercial real
estate debt, select equity and securities investments predominantly
in the United States.
About NorthStar Real Estate Income II, Inc.
NorthStar Income II is a public, non-traded REIT sponsored by
Colony NorthStar. NorthStar Income II was formed to originate,
acquire and asset manage a diversified portfolio of commercial real
estate debt, select equity and securities investments predominantly
in the United States.
Cautionary Statement Regarding Forward-Looking
Statements
This press release 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 the stockholders of each of NorthStar Income I and
NorthStar Income II, governmental or regulatory agencies and third
parties; the risk that a condition to closing of the proposed
combination may not be satisfied (including the listing by Colony
NorthStar Credit Real Estate, Inc. (the “Company”) of its
Class A common stock on a national securities exchange); each
party’s ability to consummate the proposed combination; operating
costs and business disruption may be greater than expected; and the
ability to realize substantial efficiencies as well as anticipated
strategic and financial benefits, 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 of NorthStar Income I’s or NorthStar
Income II’s reports filed from time to time with the SEC. There can
be no assurance that the proposed combination 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 press release. None of Colony NorthStar,
NorthStar Income I or NorthStar Income II is under any 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 none of Colony NorthStar,
NorthStar Income I or NorthStar Income II intends to do so.
Additional Information and Where to Find It
In connection with the proposed combination, Colony NorthStar,
NorthStar Income I and NorthStar Income II caused the Company,
which will be the surviving company of the combination, to file
with the SEC a registration statement on Form S-4 that includes a
joint proxy statement of NorthStar Income I and NorthStar Income II
and that also constitutes a prospectus of the Company, and
NorthStar Income I and NorthStar Income II have commenced mailing
such joint proxy statement/prospectus to their stockholders. Each
of Colony NorthStar, NorthStar Income I and NorthStar Income II may
also file other documents with the SEC regarding the proposed
transaction. This document is not a substitute for the joint proxy
statement/prospectus or registration statement or any other
document that Colony NorthStar, NorthStar Income I or NorthStar
Income II may file with the SEC. INVESTORS AND SECURITY HOLDERS OF
COLONY NORTHSTAR, NORTHSTAR I AND NORTHSTAR II ARE URGED TO READ
THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS,
THE CURRENT REPORTS ON FORM 8-K FILED BY EACH OF COLONY NORTHSTAR,
NORTHSTAR INCOME I AND NORTHSTAR INCOME II ON AUGUST 28, 2017 IN
CONNECTION WITH THE ANNOUNCEMENT OF THE ENTRY INTO THE MASTER
COMBINATION AGREEMENT AND ON NOVEMBER 21, 2017 IN CONNECTION WITH
THE AMENDMENT AND RESTATEMENT OF THE MASTER COMBINATION AGREEMENT,
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED COMBINATION
AND RELATED MATTERS. Stockholders may obtain free copies of the
registration statement and the joint proxy statement/prospectus and
other documents filed with the SEC by Colony NorthStar, NorthStar I
and NorthStar II through the website maintained by the SEC at
www.sec.gov or by contacting the investor relations departments of
Colony NorthStar, NorthStar Income I or NorthStar Income II at the
following:
Contacts:
NorthStar Real Estate Income Trust, Inc.Lisa BakerOwen
Blicksilver Public Relations,
Inc.914-725-5949lisa@blicksilverpr.comorCaroline LuzOwen
Blicksilver Public Relations,
Inc.203-570-6462caroline@blicksilverpr.com
NorthStar Real Estate Income II, Inc.Lisa BakerOwen
Blicksilver Public Relations,
Inc.914-725-5949lisa@blicksilverpr.comorCaroline LuzOwen
Blicksilver Public Relations,
Inc.203-570-6462caroline@blicksilverpr.com
Participants in the Solicitation
Each of NorthStar Income I and NorthStar Income II and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from their respective
stockholders in connection with the proposed transaction.
Information regarding NorthStar Income I’s directors and executive
officers, including a description of their direct interests, by
security holdings or otherwise, is contained in NorthStar Income
I’s Annual Report on Form 10-K for the year ended December 31,
2016 and its annual proxy statement filed with the SEC on
April 28, 2017. Information regarding NorthStar Income II’s
directors and executive officers, including a description of their
direct interests, by security holdings or otherwise, is contained
in NorthStar Income II’s Annual Report on Form 10-K for the year
ended December 31, 2016 and its annual proxy statement filed
with the SEC on April 28, 2017. A more complete description is
available in the registration statement on Form S-4 filed by the
Company and the joint proxy statement/prospectus. Stockholders may
obtain free copies of these documents as described in the preceding
paragraph.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933,
as amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20171207006090/en/
NorthStar Real Estate Income Trust, Inc.Lisa BakerOwen
Blicksilver Public Relations,
Inc.914-725-5949lisa@blicksilverpr.comorCaroline LuzOwen
Blicksilver Public Relations,
Inc.203-570-6462caroline@blicksilverpr.comorNorthStar Real
Estate Income II, Inc.Lisa BakerOwen Blicksilver Public
Relations, Inc.914-725-5949lisa@blicksilverpr.comorCaroline LuzOwen
Blicksilver Public Relations,
Inc.203-570-6462caroline@blicksilverpr.com
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