Explanatory Note
This Amendment No. 3 (the Amendment) amends the statement on Schedule 13D originally filed by NRF RED REIT Corp. (RED
REIT), NRF Holdco, LLC (NRF Holdco), Colony Capital Operating Company, LLC (CCOC), and Colony Capital, Inc. (Colony Capital) on December 13, 2018, as amended
by Amendment No. 1 to the Schedule 13D filed by RED REIT, NRF Holdco, CCOC, Colony Capital and CLNC Manager, LLC (Manager, and collectively with RED REIT, NRF Holdco, CCOC, and Colony Capital, the Reporting
Persons) on November 7, 2019, and Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on February 27, 2020 (the Schedule 13D). Capitalized terms used but not otherwise defined in this
Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
This Amendment is being filed to amend and restate Items 4 and 5, as set forth below. Other than as described herein, there have been no changes in the number
of shares of the outstanding Class A Common Stock of the Issuer that may be deemed to be beneficially owned by the Reporting Persons.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Persons may engage in communications with one or more stockholders of the Issuer, one or more members of the board of directors of the Issuer
and other management members of the Issuer, and may make suggestions concerning the Issuers operations, prospects, business and financial strategies, strategic transactions (including M&A opportunities available to the Issuer), assets and
liabilities, business and financing alternatives, the composition of the board of directors of the Issuer, the Issuers management team and such other matters as the Reporting Persons may deem relevant to its investment in the Shares. The
Reporting Persons intend to review their investment in the Shares and the Issuer on a continuing basis and may, from time to time and at any time in the future, depending on various factors, including without limitation, the Issuers
performance, financial condition, strategic direction and prospects, actions taken by the board of directors of the Issuer, the market for the Shares, other opportunities available to the Reporting Persons, general economic and industry conditions,
stock market conditions and other factors, take such actions with respect to the investment in the Shares and the Issuer as they deem appropriate, including without limitation (i) disposing of any or all of the Shares in the open market or in
privately-negotiated transactions, (ii) making additional purchases of Shares either in the open market or in privately-negotiated transactions, or (iii) entering into derivative transactions with respect to the Shares.
Colony Capital previously reported in Amendment No. 2 to the Schedule 13D that it planned to dispose of its management agreement with the Issuer. Due to
ongoing uncertainty surrounding the duration and magnitude of the COVID-19 pandemic and its impact on the global economy, Colony Capital has postponed any decision regarding a disposition of its management
agreement with the Issuer until market conditions improve.
Consistent with its obligations under the management agreement and its continued focus on
managing the business operations of the Issuer, Colony Capital identified Michael J. Mazzei as Chief Executive Officer and President for the Issuer and Andrew E. Witt as Chief Operating Officer of the Issuer. On March 25, 2020, the board of
directors of the Issuer approved the appointment of Mr. Mazzei as Chief Executive Officer and President of the Issuer and Mr. Witt as Chief Operating Officer of the Issuer (transitioning from his prior role as Interim Chief Executive
Officer and President of the Issuer), in each instance, effective April 1, 2020.
Mark M. Hedstrom, Executive Vice President, Chief Financial
Officer, Chief Operating Officer and Treasurer of Colony Capital, Mr. Mazzei, Managing Director of Colony Capital, and Mr. Witt, Managing Director and Chief Operating Officer of Global Credit at Colony Capital, were nominated by the
Issuers board of directors for election to the Issuers board of directors at the Issuers 2020 annual meeting of stockholders. In connection with the foregoing, Richard B. Saltzman, Darren J. Tangen and Kevin P. Traenkle, current
members of the Issuers board of directors, will not stand for re-election at the Issuers 2020 annual stockholders meeting.