Follows Shareholder Approvals of Merger by
Colony Capital, Inc., NorthStar Asset Management Group and
NorthStar Realty Finance Corp.
Greater Potential to Enhance Shareholder
Returns Through Overlay of Investment Management Economics across a
Larger Balance Sheet
Colony Capital, Inc. (“Colony”) (NYSE: CLNY), NorthStar Asset
Management Group Inc. (“NSAM”) (NYSE: NSAM) and NorthStar Realty
Finance Corp. (“NRF”) (NYSE: NRF) today jointly announced that the
shareholders of all three companies voted to approve the previously
announced merger of the three companies at their respective special
meetings.
A global, diversified real estate and investment management
leader, the combined company will be named Colony NorthStar, Inc.,
and will be listed on the New York Stock Exchange under the ticker
symbol “CLNS”. With a pro-forma equity market capitalization in
excess of $8 billion, Colony NorthStar, Inc. is expected to be in
the top quartile of equity REITs as measured by market
capitalization, according to the MSCI U.S. REIT Index (RMZ)
classification. The transaction was first announced on June 3,
2016.
Colony NorthStar, Inc. will have assets under management in
excess of $58 billion, managing capital on behalf of its
stockholders, institutional and retail investors in private funds
and non-traded and traded real estate investment trusts and 1940
Act companies. Through increased scale and a more diversified and
stable investment portfolio with best-in-class corporate
governance, Colony NorthStar, Inc. should benefit from a stronger
balance sheet; ongoing deleveraging and improved liquidity;
broadened access to multiple sources of capital, including
fee-bearing capital to accelerate growth and provide enhanced
returns to shareholders; and significant continuing cost savings as
a result of the merger.
Thomas J. Barrack, Jr., Executive Chairman of Colony, commented,
“This merger is the result of decades of long line relationships by
all three companies aligning into one powerful, global real-estate
and real asset investment manager.”
David T. Hamamoto, Executive Chairman of NSAM and Chairman of
NRF, commented, “The overwhelmingly favorable shareholder vote
provides support to our view that combining these three
complementary companies will result in what we believe is the best
outcome for all stakeholders. We are very excited with creating
such a strong partnership of already established companies and our
future prospects.”
“Our focus now turns to the successful integration of the
businesses, realizing the anticipated synergies of the merger, and
executing on our go-forward strategic plan by taking advantage of
the unique scaled platform resulting from the merger,” added
Richard B. Saltzman, Chief Executive Officer of Colony.
Upon closing of the transaction, Thomas J. Barrack Jr. will be
Executive Chairman of the Board of Directors of Colony NorthStar,
Inc., David Hamamoto will be Executive Vice Chairman, and Richard
B. Saltzman will be Chief Executive Officer.
The companies expect to complete the merger in January 2017,
subject to customary closing conditions.
About NorthStar Asset Management Group Inc.
NorthStar Asset Management Group Inc. is a global asset
management firm focused on strategically managing real estate and
other investment platforms in the United States and
internationally. NSAM provides asset management and other services
by managing its NorthStar listed companies and its retail
companies, both in the United States and internationally. NSAM
earns asset management and other fees pursuant to management and
other contracts and through its direct and indirect investments in
strategic partnerships and joint ventures. In addition, NSAM owns
NorthStar Securities, LLC, a captive broker-dealer platform which
raises capital in the retail market. For more information about
NSAM, please visit www.nsamgroup.com.
About Colony Capital, Inc.
Colony Capital, Inc. (formerly Colony Financial, Inc.), a New
York Stock Exchange publicly traded company, is a leading global
real estate and investment management firm headquartered in Los
Angeles, California with more than 300 employees across 14 offices
in 10 countries. Through Colony’s global investment management
business, which has operated under the Colony Capital brand for
more than 25 years, Colony has sponsored $24 billion of equity
across a variety of distinct funds and investment vehicles that
collectively invested over $60 billion of total capital. Colony
manages capital on behalf of both Colony shareholders and limited
partners in private investment funds under its management where
Colony may earn management fees and carried interests. Colony’s
investment portfolio is primarily composed of: (i) real estate
equity; (ii) real estate debt; and (iii) investment management of
Colony-sponsored private equity funds and vehicles. Colony has
elected to be taxed as a real estate investment trust, or REIT, for
U.S. federal income tax purposes.
About NorthStar Realty Finance Corp.
NorthStar Realty Finance Corp. is a publicly-traded, diversified
commercial real estate company that is organized as a REIT and is
managed by an affiliate of NorthStar Asset Management Group Inc., a
global asset management firm. NRF’s primary business objectives are
to make diversified real estate-related investments that produce
attractive risk-adjusted returns, generate stable cash flows for
distribution to its stockholders and build long-term franchise
value. NRF’s core business activities include acquiring commercial
real estate properties, such as healthcare, hotels, manufactured
housing communities, office and retail net lease and multifamily;
making opportunistic investments such as indirect interests in real
estate through private equity real estate funds and originating,
structuring and acquiring commercial real estate debt.
Cautionary Statement Regarding Forward-Looking
Statements
This communication 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 governmental or regulatory agencies and third parties;
the risk that a condition to closing of the merger may not be
satisfied; each company’s ability to consummate the merger;
operating costs and business disruption may be greater than
expected; the ability of each company to retain its senior
executives and maintain relationships with business partners
pending consummation of the merger; the combined company’s position
and performance as a global, diversified real estate investment
management leader, including its projected market capitalization
and performance on the RMZ Index; the stability of the combined
company’s portfolio; the ability to realize significant
efficiencies and synergies as well as anticipated strategic and
financial benefits, including, among others, a stronger balance
sheet, improved liquidity, access to multiple capital sources and
providing enhanced returns to shareholders; 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 company’s reports filed from
time to time with the Securities and Exchange Commission, including
NSAM’s and NRF’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2016 and Colony’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2016. There can be no assurance
that the merger 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 communication. None of NSAM, Colony or NRF is under
any duty to update any of these forward-looking statements after
the date of this communication, nor to conform prior statements to
actual results or revised expectations, and none of NSAM, Colony or
NRF intends to do so.
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version on businesswire.com: http://www.businesswire.com/news/home/20161220006063/en/
NorthStar Asset Management Group Inc.Megan Gavigan / Emily
Deissler / Hayley CookSard Verbinnen & Co.(212)
687-8080orColony Capital, Inc.Owen BlicksilverOwen Blicksilver PR,
Inc.(516) 742-5950orLasse GlassenAddo Communications, Inc.(310)
829-5400lasseg@addocommunications.comorNorthStar Realty Finance
Corp.Joe CalabreseInvestor Relations(212) 827-3772
Northstar (NYSE:NRF)
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