COLONY NORTHSTAR, INC. (NYSE:CLNS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement (as defined below) is incorporated by
reference into this Item 1.01.
completed the previously announced sale of an 18.7% interest in
the Companys healthcare real estate portfolio (the Healthcare
Portfolio) to Derwood Limited (Derwood), in exchange for
$350,000,000 (including $20,000,000 of pre-funded capital items)
(the Transaction), to that certain purchase and sale agreement,
dated as of November 4, 2016, by and among NorthStar Realty
Finance Limited Partnership, NorthStar Healthcare JV Holdings,
LLC, NorthStar Healthcare REIT, LLC, NorthStar TK Healthcare
Operating Company, LLC, NorthStar Healthcare JV, LLC, NRFC
Healthcare Holding Company, LLC and Derwood (the Purchase
Agreement).
ownership interest, excluding existing minority interest holders,
in 191 senior housing properties, 113 medical office properties,
14 hospitals and 107 skilled nursing facilities (such properties
collectively referred to as the Healthcare Properties). The
Transaction represents an implied valuation for the Healthcare
Properties of approximately $5.4 billion, which excludes the
portfolio of medical office buildings sold prior to the
Transaction for an aggregate value of approximately $0.8 billion.
The Healthcare Properties are generally operated under net leases
or through management agreements with independent third-party
operators.
affiliated transaction parties) made certain customary
representations, warranties and covenants concerning such parties
and the Healthcare Portfolio. NorthStar Realty Finance Limited
Partnership also agreed to indemnify (subject to caps and
limitations) the buyer indemnified parties for certain losses
arising under the terms of the Purchase Agreement.
partnership (the CLNS Partner), and Derwood will hold their
interests in the Healthcare Portfolio through a newly formed
joint venture, which will be indirectly owned approximately 18.7%
by Derwood and approximately 81.3% by the CLNS Partner (the Joint
Venture). The Joint Venture in turn will own approximately 87.7%
of the Healthcare Properties on an aggregate basis, resulting in
Derwood, the CLNS Partner and existing minority interest holders
owning approximately 16.4%, 71.3% and 12.3%, respectively, of the
Healthcare Properties on an aggregate basis. The CLNS Partner
will act as the manager of the Joint Venture and is generally
responsible for the day-to-day affairs of the Healthcare
Portfolio.
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the Purchase
Agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
this Item 9.01 of Current Report on Form 8-K is presented in Note
5.E>Merger Adjustments, footnote (6), in the unaudited pro
forma condensed consolidated statements of operations of the
Company for the nine months ended September 30, 2016 and for the
year ended December 31, 2015, filed as Exhibit 99.1 to this Form
8-K and incorporated herein by reference.
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Exhibit No.
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Description
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10.1
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Purchase and Sale Agreement, dated as of November 4,
2016, by and among NorthStar Realty Finance Limited Partnership, NorthStar Healthcare JV Holdings, LLC, NorthStar Healthcare REIT, LLC, NorthStar TK Healthcare Operating Company, LLC, NorthStar Healthcare JV, LLC and NRFC Healthcare Holding Company, LLC and Derwood Limited |
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99.1
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Unaudited Pro Forma Condensed Consolidated Financial
Statements of Colony NorthStar, Inc. |
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About COLONY NORTHSTAR, INC. (NYSE:CLNS)
Colony NorthStar, Inc. is a diversified equity real estate investment trust (REIT). The Company combines a portfolio of real assets across the world, which are managed with a global real estate investment manager. The Company has property holdings in the healthcare, industrial and hospitality sectors, opportunistic equity and debt investments, and an embedded institutional and retail investment management business. In addition, the Company owns NorthStar Securities, LLC, a captive broker-dealer platform which raises capital in the retail market. The Company acquires, develops and operates industrial properties in metropolitan markets throughout the United States with a focus on light industrial buildings. The Company provides investment management services and offers investment products while serving as a fiduciary to a set of institutional and individual investors. COLONY NORTHSTAR, INC. (NYSE:CLNS) Recent Trading Information
COLONY NORTHSTAR, INC. (NYSE:CLNS) closed its last trading session down -0.28 at 14.22 with 3,688,494 shares trading hands.
