Colony Capital Reaches Agreements With Colony Credit Real Estate to Internalize Management
April 05 2021 - 8:00AM
Business Wire
Disposition of Non-Core Legacy Agreement
Advances CLNY Rotation to Digital Assets
Colony Capital to Receive Proceeds of $102.3
million in Connection With Agreements
Colony Capital, Inc. (NYSE: CLNY) (“Colony Capital” or the
“Company”) today announced that its subsidiary, CLNC Manager, LLC,
has signed definitive agreements with Colony Credit Real Estate,
Inc. (NYSE: CLNC) (“CLNC”) to consensually terminate their
management agreement. This transaction is a result of CLNC’s
previously announced strategic alternative review process and is
consistent with Colony Capital’s ongoing digital transformation and
strategic plan:
- Monetization of non-core asset legacy assets – The
resolution of the Company’s management of and investment in CLNC is
one of the Company’s stated objectives. These agreements advance
that commitment.
- Colony Capital receives proceeds of $102.3 million
– Colony Capital receives a one-time payment, as well as any
unpaid management fees and reimbursable costs accrued in accordance
with the management agreement up to the closing date. These
proceeds are available to be redeployed into high-quality digital
assets, in accordance with the Company’s strategic plan.
- Simplify the organization – The agreements
advance the Company’s efforts to streamline its organization and
simplify its business profile.
“This transaction is totally aligned with our commitment to
monetize non-core legacy assets at attractive prices while also
simplifying and streamlining our company,” said Marc Ganzi,
President and CEO of Colony Capital. “In fact, this is a great
outcome for both organizations. CLNC gets to chart a new,
independent course removing uncertainty about their future
direction while Colony Capital harvests value from its legacy
assets and frees resources to devote to our high-growth digital
business. We will continue to be a significant shareholder of CLNC
stock, so I can truly say I wish Mike Mazzei and his team the
absolute best!”
Colony Capital will continue to own approximately 48 million
shares, representing 36.1% of the outstanding shares of CLNC,
following the closing of this transaction. In connection with this
internalization, Colony Capital will not seek re-election for its
affiliated directors on CLNC’s Board of Directors when their terms
expire at CLNC’s upcoming annual shareholders meeting in May 2021.
The Company has also agreed with CLNC to enter into a new
stockholders agreement, which will become effective upon closing of
the internalization transaction. Pursuant to the stockholders
agreement, Colony Capital will vote in director elections as
recommended by CLNC’s Board of Directors, so long as Colony Capital
owns 10% or more of CLNC’s outstanding common shares, through the
2022 annual meeting. Colony Capital has also agreed to certain
customary standstill restrictions until the beginning of the
advance notice window in CLNC’s Bylaws for the 2023 annual meeting
and that it will not acquire any additional shares of CLNC.
The transaction, which is subject to certain customary closing
conditions, is expected to close in the second quarter of 2021. At
that time, the management agreement between Colony Capital and CLNC
will be terminated.
Additional details regarding the transaction and related matters
will be contained in a Current Report on Form 8-K to be filed by
CLNC with the U.S. Securities and Exchange Commission.
About Colony Capital
Colony Capital, Inc. (NYSE: CLNY) is a leading global investment
firm with a heritage of identifying and capitalizing on key secular
trends in real estate. The Company manages a $52 billion portfolio
of real assets on behalf of its shareholders and limited partners,
including $30 billion in digital real estate investments through
Digital Colony, its digital infrastructure platform. Colony
Capital, structured as a REIT, is headquartered in Boca Raton with
key offices in Los Angeles, New York, and London, and has over 350
employees across 18 locations in 12 countries. For more information
on Colony Capital, visit www.clny.com.
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. Factors that might cause such a
difference include, without limitation, the Company’s ability to
continue to execute its digital transformation and other risks and
uncertainties, including those detailed in Colony Capital's Annual
Report on Form 10-K for the year ended December 31, 2020, and its
other reports filed from time to time 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. Colony Capital
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. Colony Capital 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 Colony Capital does not intend to do
so.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210405005221/en/
Colony Capital Investors: Severin White Managing
Director, Head of Public Investor Relations (212) 547-2777
swhite@clny.com Media: Joele Frank, Wilkinson Brimmer Katcher Jon
Keehner / Julie Hamilton clny-jf@joelefrank.com (212) 355-4449
Colony Credit Real Estate (NYSE:CLNC)
Historical Stock Chart
From Dec 2024 to Jan 2025
Colony Credit Real Estate (NYSE:CLNC)
Historical Stock Chart
From Jan 2024 to Jan 2025