COLONY CAPITAL, INC. (NYSE:CLNY) Files An 8-K Other Events
Item8.01
| Other Events |
Settlement of Certain Litigation and Supplemental
Information to the Definitive Proxy Statement
As previously announced, on June2, 2016, Colony Capital, Inc., a
Maryland corporation (Colony), entered into an Agreement and
Plans of Merger, as amended from time to time, with NorthStar
Asset Management Group Inc., a Delaware corporation (NSAM) and
NorthStar Realty Finance Corp., a Maryland corporation (NRF), and
certain subsidiary entities of NSAM and NRF, to which NSAM,
Colony and NRF will combine in an all-stock merger of equals (the
Mergers). In connection with the Mergers, each of NSAM, Colony
and NRF has filed a definitive joint proxy statement with the
U.S. Securities and Exchange Commission (the SEC) on November18,
2016, which was supplemented by the Current Report on Form8-K
filed with the SEC by each of NSAM and NRF on November23, 2016
(the Definitive Proxy Statement).
As previously described in the Definitive Proxy Statement, a
purported stockholder of Colony filed a putative class action
complaint in the United States District Court of the District of
Maryland (referred to as the Carter action) against
Colony and the members of the Colony board. The complaint
alleges, among other things, that the initial joint proxy
statement/prospectus and the first amendment thereto filed in
respect of the Mergers omit or misstate various facts concerning
the financial analyses performed by the financial advisors to
Colony. Also as noted in the Definitive Proxy Statement,
substantially similar claims were filed against NSAM, NRF and
their respective boards of directors.
On December9, 2016, Colony entered into a Memorandum of
Understanding with the plaintiff in the Carter action
providing for the settlement of the Carter action (the
Colony Memorandum of Understanding). In the Colony Memorandum of
Understanding, Colony agreed to make certain supplemental
disclosures to the Definitive Proxy Statement solely for the
purposes of minimizing the time, burden, and expense of
litigation. The Colony Memorandum of Understanding provides that,
in exchange for making these disclosures, defendants will
receive, after notice to potential class members and upon court
approval, a customary release of claims relating to the Mergers.
Similar settlements in principle have been reached in the related
litigations against NSAM, NRF, and their respective boards of
directors.
Colony believes that no additional disclosure is required to
supplement the Definitive Proxy Statement under applicable laws.
However, to minimize the costs, risks and uncertainties inherent
in litigation and to avoid any potential delay of the
consummation of the Mergers, and without admitting any liability
or wrongdoing, Colony has agreed, to the Colony Memorandum of
Understanding, to make certain supplemental disclosures to the
Definitive Proxy Statement as set forth below.
The supplemental disclosure to the Definitive Proxy Statement set
forth in this Current Report on Form8-K should be read in
conjunction with the Definitive Proxy Statement, which should be
read in its entirety. To the extent that information in this
Current Report on Form8-K differs from information contained in
the Definitive Proxy Statement, the information in this Current
Report on Form8-K shall supersede such information contained in
the Definitive Proxy Statement. Defined terms not defined herein
have the meanings set forth in the Definitive Proxy Statement.
Underlined text shows text being added to a referenced disclosure
in the Definitive Proxy Statement in the case of an amended and
restated disclosure.
Supplemental Information to the Definitive Proxy
Statement
The following disclosure supplements and restates the third
sentence of the first full paragraph on page 176 of the
Definitive Proxy Statement in the section entitled The
MergersCertain Unaudited Prospective Financial Information of
NSAM:
The NSAM Standalone Projections include certain non-GAAP
financial measures, such as Net Revenues, EBITDA and CAD (each
as defined below).
The following disclosure supplements the disclosure in the
section entitled The MergersCertain Unaudited Prospective
Financial Information of NSAM beginning on page 175 of the
Definitive Proxy Statement:
Set forth in the table below is a reconciliation of NSAMs
projection of CAD (a non-GAAP financial measure), as included in
the NSAM Standalone Financial Projections, to Net Income (a GAAP
financial measure) for the periods indicated below.
As described in more detail on pages 175 and 176 of the
Definitive Proxy Statement, NSAM does not, as a matter of course,
publicly disclose long-term projections as to future revenues,
earnings or other results given, among other reasons, the
uncertainty, unpredictability and subjectivity of the underlying
assumptions and estimates. The inclusion of this information in
the Definitive Proxy Statement as well as in the supplemental
disclosure as set forth in this Current Report on Form8-K should
not be regarded as an indication that the NSAM special committee,
the NSAM board, their respective advisors or any other person
considered, or now considers, the NSAM Standalone Projections to
be material or to be necessarily predicative of actual future
results and the NSAM Standalone Projections should not be relied
upon as such.
– 2 –
The NSAM Standalone Projections were previously included in the
Definitive Proxy Statement. The NSAM Standalone Projections, as
supplemented in this Current Report on Form8-K, were not, as
described in more detail in the Definitive Proxy Statement,
prepared with a view toward public disclosure or toward complying
with GAAP, the published guidelines of the SEC regarding
projections and the use of non-GAAP measures or the guidelines
established by the American Institute of Certified Public
Accountants for the preparation and presentation of prospective
financial information. In addition, the disclosure of the NSAM
Standalone Projections in the Definitive Proxy Statement, as
supplemented by this Current Report on Form8-K, is not being made
to influence your decision whether to vote for or against the
NSAM merger proposal and the NSAM charter proposal.
YearsEndingDecember31(3), |
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$ | $ | $ |
(1) |
CAD is defined as set forth in footnote 3 to the table on page 177 of the Definitive Proxy Statement in the section entitled The MergersCertain Unaudited Prospective Financial Information of NSAM. |
(2) |
Amounts in this row may not equal the sum of amounts reflected in the preceding rows due to rounding. |
(3) |
As described in more detail on page 176 of the Definitive Proxy Statement, the NSAM Standalone Projections, including the items set forth in this table, were based on numerous variables and assumptions that were deemed to be reasonable as of the respective dates when such projections were finalized. Such assumptions are inherently uncertain and may be beyond the control of NSAM. |
The following disclosure supplements and restates the third
sentence of the last paragraph on page 205 of the Definitive
Proxy Statement (carrying over to page 206) in the section
entitled The MergersCertain Unaudited Prospective Financial
Information of NRF:
The NRF Standalone Projections include certain non-GAAP financial
measures, such as NOI Other Revenue, EBITDA before Equity-Comp
and CAD (each as defined below).
The following disclosure supplements the disclosure in the
section entitled The MergersCertain Unaudited Prospective
Financial Information of NRF beginning on page 205 of the
Definitive Proxy Statement:
Set forth in the table below is a reconciliation of NRFs
projection of CAD (a non-GAAP financial measure), as included in
the NRF Standalone Financial Projections, to Net Income (a GAAP
financial measure) for the periods indicated below. As described
in more detail on pages 205 and 206 of the Definitive Proxy
Statement, NRF does not, as a matter of course, publicly disclose
long-term projections as to future revenues, earnings or other
results given, among other reasons, the uncertainty,
unpredictability and subjectivity of the underlying assumptions
and estimates. The inclusion of this information in the
Definitive Proxy Statement as well as in the supplemental
disclosure as set forth in this Current Report on Form8-K should
not be regarded as an indication that the NRF special committee,
the NRF board, their respective advisors or any other person
considered, or now considers, the NRF Standalone Projections to
be material or to be necessarily predicative of actual future
results and the NRF Standalone Projections should not be relied
upon as such.
The NRF Standalone Projections were previously included in the
Definitive Proxy Statement. The NRF Standalone Projections, as
supplemented in this Current Report on Form8-K, were not, as
described in more detail in the Definitive Proxy Statement,
prepared with a view toward public disclosure or toward complying
with GAAP, the published guidelines of the SEC regarding
projections and the use of non-GAAP measures or the guidelines
established by the American Institute of Certified Public
Accountants for the preparation and presentation of prospective
financial information. In addition, the disclosure of the NRF
Standalone Projections in the Definitive Proxy Statement, as
supplemented by this Current Report on Form8-K, is not being made
to influence your decision whether to vote for or against the NRF
merger proposal and the NRF charter proposal.
– 3 –
YearsEndingDecember31(4), |
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($ in millions) |
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$ | $ | $ | (24 | ) | |||||||
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(31 | ) | (27 | ) | ||||||||
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(35 | ) | (30 | ) | (21 | ) | ||||||
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(37 | ) | (50 | ) | (51 | ) | ||||||
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$ | $ | $ |
(1) |
Includes depreciation and amortization, straight-line rental revenue, amortization of above/below market leases and equity-based compensation expense. |
(2) |
CAD is defined as set forth in footnote 4 to the table on page 207 of the Definitive Proxy Statement in the section entitled The MergersCertain Unaudited Prospective Financial Information of NRF. |
(3) |
Amounts in this row may not equal the sum of amounts reflected in the preceding rows due to rounding. |
(4) |
As described in more detail on page 206 of the Definitive Proxy Statement, the NRF Standalone Projections, including the items set forth in this table, were based on numerous variables and assumptions that were deemed to be reasonable as of the respective dates when such projections were finalized. Such assumptions are inherently uncertain and may be beyond the control of NRF. |
The following disclosure supplements and restates the third
sentence of the third full paragraph on page 191 of the
Definitive Proxy Statement in the section entitled The
MergersCertain Unaudited Prospective Financial Information of
Colony:
The Colony Standalone Projections include certain non-GAAP
financial measures, such as Net Revenues, EBITDA and Core FFO
(each as defined below).
The following disclosure supplements the disclosure in the
section entitled The MergersCertain Unaudited Prospective
Financial Information of Colony beginning on page 191 of the
Definitive Proxy Statement:
Set forth in the table below is a reconciliation of Colonys
projection of Core FFO (a non-GAAP financial measure), as
included in the Colony Standalone Financial Projections, to Net
Income (a GAAP financial measure) for the periods indicated
below. As described in more detail on pages 191 and 192 of the
Definitive Proxy Statement, Colony does not, as a matter of
course, publicly disclose long-term projections as to future
revenues, earnings or other results given, among other reasons,
the uncertainty, unpredictability and subjectivity of the
underlying assumptions and estimates. The inclusion of this
information in the Definitive Proxy Statement as well as in the
supplemental disclosure as set forth in this Current Report on
Form8-K should not be regarded as an indication that the Colony
board, their respective advisors or any other person considered,
or now considers, the Colony Standalone Projections to be
material or to be necessarily predicative of actual future
results and the Colony Standalone Projections should not be
relied upon as such.
The Colony Standalone Projections were previously included in the
Definitive Proxy Statement. The Colony Standalone Projections, as
supplemented in this Current Report on Form8-K, were not, as
described in more detail in the Definitive Proxy Statement,
prepared with a view toward public disclosure or toward complying
with GAAP, the published guidelines of the SEC regarding
projections and the use of non-GAAP measures or the guidelines
established by the American Institute of Certified Public
Accountants for the preparation and presentation of prospective
financial information. In addition, the disclosure of the Colony
Standalone Projections in the Definitive Proxy Statement, as
supplemented by this Current Report on Form8-K, is not being made
to influence your decision whether to vote for or against the
Colony merger proposal and the Colony charter proposal.
– 4 –
YearsEndingDecember31(3), |
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(56 | ) | (47 | ) | (18 | ) | ||||||
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(26 | ) | (31 | ) | (35 | ) | ||||||
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(10 | ) | ||||||||||
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(35 | ) | (27 | ) | (18 | ) | ||||||
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$ | $ | $ |
(1) |
Core FFO is defined as set forth in footnote 2 to the table on page 192 of the Definitive Proxy Statement in the section entitled The MergersCertain Unaudited Prospective Financial Information of Colony. |
(2) |
Amounts in this row may not equal the sum of amounts reflected in the preceding rows due to rounding. |
(3) |
As described in more detail on pages 191 and 192 of the Definitive Proxy Statement, the Colony Standalone Projections, including the items set forth in this table, were based on numerous variables and assumptions that were deemed to be reasonable as of the respective dates when such projections were finalized. Such assumptions are inherently uncertain and may be beyond the control of Colony. |
The section entitled The MergersOpinion of NSAMs Financial
Advisor beginning on page 166 of the Definitive Proxy Statement
is supplemented by adding the following paragraph immediately
before the section entitled The MergersOpinion of NSAMs Financial
AdvisorSummary of Material Financial Analysis on page 168 of the
Definitive Proxy Statement:
Following Goldman Sachs presentation to the NSAM board on June2,
2016 (which we refer to as the June2 Presentation), it was
determined that the estimates of levered free cash flows for NSAM
for the second quarter through the fourth quarter of 2016 used in
the illustrative discounted cash flow analyses of NSAM did not
reflect the Forecasts, which resulted in the incorrect
calculation of the range of illustrative present values derived
from the discounted cash flow analyses, the range of NSAMs equity
percentage of the combined pro forma company resulting from the
leveraged discounted cash flow and dividend discount model
contribution analysis and the range of implied equity values
resulting from the illustrative NSAMs standalone levered
discounted cash flow to illustrative dividend discount model
analysis. Goldman Sachs subsequently performed such analyses, as
of June2, 2016, using the corrected estimates and calculations
(as corrected, collectively referred to as the Corrected
Estimates and Calculations). Based upon and subject to the
foregoing, Goldman Sachs confirmed to the NSAM board that, had
Goldman Sachs performed its financial analyses set forth in the
presentation on June2, 2016 using the Corrected Estimates and
Calculations, there would have been no change to the conclusion
set forth in the written opinion of Goldman Sachs. Goldman Sachs
confirmation does not address any circumstances, developments or
events occurring after the date of the written opinion of Goldman
Sachs, other than in relation to the Corrected Estimates and
Calculations, and Goldman Sachs opinion set forth in the written
opinion of Goldman Sachs is provided only as of such date.
The following disclosure supplements and restates the last
full sentence in the section entitled The MergersOpinion of NSAMs
Financial AdvisorIllustrative NSAM Standalone Levered Discounted
Cash Flow Analysis beginning page 170 of the Definitive Proxy
Statement:
Goldman Sachs then divided the range of illustrative equity
values it derived by the number of fully diluted outstanding
shares of NSAM, as provided by management of NSAM. As set forth
in the June2 Presentation, this analysis indicated a range of
illustrative present values of $10.41 to $14.04 per share of NSAM
common stock, and using the Corrected Estimates and Calculations,
this analysis indicated a range of illustrative present values of
$10.84 to $14.47 per share of common stock.
The following disclosure supplements and restates the last
sentence in the fourth full paragraph and the table immediately
thereafter in the section entitled The MergersOpinion of NSAMs
Financial AdvisorIllustrative Contribution Analysis beginning on
page 172 of the Definitive Proxy Statement:
– 5 –
The following table summarizes this analysis as set forth in the
June2 Presentation:
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| 22.5% – 31.3% | 0.59 – 0.93 |
The following table summarizes this analysis, using the Corrected
Estimates and Calculations:
|
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| 23.2% – 32.0% | 0.62 – 0.96 |
The following disclosure supplements and restates the last
sentence in the first full paragraph and the table immediately
thereafter in the section entitled The MergersOpinion of NSAMs
Financial AdvisorComparison of Illustrative NSAM Standalone
Levered Discounted Cash Flow Analysis to Illustrative Dividend
Discount Model Analysis beginning on page 173 of the Definitive
Proxy Statement:
The chart below illustrates the comparison range of implied
equity values for the above analysis as set forth in the June2
Presentation:
|
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| $10.41-$14.04 | $12.21-$17.08 |
The chart below illustrates the comparison range of implied
equity values for the above analysis using the Corrected
Estimates and Calculations:
|
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| $10.84-$14.47 | $12.21-$17.08 |
Additional Supplemental Disclosure
The following disclosure supplements and restates the second
full paragraph in the section entitled The MergersListing of
Colony NorthStar Stock beginning on page 227 of the Definitive
Proxy Statement and the second full paragraph in the section
entitled Description of Colony NorthStar Capital StockListing
beginning on page 365 of the Definitive Proxy Statement.
Colony NorthStar preferred stock is currently not traded or
quoted on a stock exchange or quotation system. Following the
Mergers, Colony NorthStar preferred stock is expected to be
listed for trading on the NYSE. It is anticipated that: Colony
NorthStar series A preferred stock will be listed under the
symbol CLNS PR A; Colony NorthStar series B preferred stock will
be listed under the symbol CLNS PR B; Colony NorthStar series C
preferred stock will be listed under the symbol CLNS PR C; Colony
NorthStar series D preferred stock will be listed under the
symbol CLNS PR D; Colony NorthStar series E preferred stock will
be listed under the symbol CLNS PR E; Colony NorthStar series F
preferred stock will be listed under the symbol CLNS PR F; Colony
NorthStar series G preferred stock will be listed under the
symbol CLNS PR G; and Colony NorthStar series H preferred stock
will be listed under the symbol CLNS PR H.
***
– 6 –
Cautionary Statement Regarding Forward-Looking
Statements
This current report 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 NSAM, Colony
and NRF stockholders, governmental or regulatory agencies and
third parties; the risk that a condition to closing of the merger
may not be satisfied; each companys 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 ability to realize
substantial efficiencies and synergies 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 companys reports filed from time to
time with the SEC, including NSAMs and NRFs Quarterly Report on
Form 10-Q for the quarter ended June30, 2016 and Colonys
Quarterly Report on Form 10-Q for the quarter ended September30,
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 report. None of NSAM, Colony or NRF is under any
duty to update any of these forward-looking statements after the
date of this report, nor to conform prior statements to actual
results or revised expectations, and none of NSAM, Colony or NRF
intends to do so.
Additional Information and Where to Find It
In connection with the proposed transaction, Colony NorthStar,
Inc. (Colony NorthStar), a Maryland subsidiary of NSAM that will
be the surviving parent company of the combined company, filed
with the SEC a registration statement on Form S-4 (File No.:
333-212739) that includes a joint proxy statement of NSAM, Colony
and NRF and that also constitutes a prospectus of Colony
NorthStar. The registration statement was declared effective by
the SEC on November18, 2016 and, on or about November18, 2016,
each of NSAM, Colony and NRF commenced mailing the joint proxy
statement in definitive form to their respective stockholders of
record as of the close of business on November2, 2016. Each of
NSAM, Colony, NRF and Colony NorthStar 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 which NSAM, Colony, NRF or Colony NorthStar may file
with the SEC. INVESTORS AND SECURITY HOLDERS OF NSAM, COLONY AND
NRF ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS FILED BY EACH OF NSAM, COLONY AND NRF ON
NOVEMBER18, 2016, THE CURRENT REPORTS ON FORM 8-K FILED BY EACH
OF NSAM, COLONY AND NRF ON JUNE 3, 2016, JUNE 7, 2016, JUNE 8,
2016, JULY 29, 2016 AND OCTOBER 17, 2016 IN CONNECTION WITH THE
MERGER AGREEMENT, THE CURRENT REPORT ON FORM 8-K FILED BY NSAM ON
NOVEMBER 7, 2016 IN CONNECTION WITH THE MERGER 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 TRANSACTION AND
RELATED MATTERS. Investors and security holders may obtain free
copies of the registration statement and the joint proxy
statement/prospectus and other documents filed with the SEC by
NSAM, Colony, NRF and Colony NorthStar (when available) through
the web site maintained by the SEC at www.sec.gov or by
contacting the investor relations department of NSAM, Colony or
NRF at the following:
Contacts:
NorthStar Asset Management Group Inc.
Megan Gavigan / Emily Deissler / Hayley Cook
Sard Verbinnen Co.
(212) 687-8080
Colony Capital, Inc.
Owen Blicksilver
Owen Blicksilver PR, Inc.
(516) 742-5950
or
Lasse Glassen
Addo Communications, Inc.
(310) 829-5400
lglassen@aaddoir.com
NorthStar Realty Finance Corp.
Joe Calabrese
Investor Relations
(212) 827-3772
– 7 –
Participants in the Solicitation
Each of NSAM, Colony and NRF 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
NSAMs directors and executive officers, including a description
of their direct interests, by security holdings or otherwise, is
contained in NSAMs Annual Report on Form 10-K for the year ended
December31, 2015, as amended by its Form 10-K/A filed with the
SEC on April29, 2016 and Current Reports on Form 8-K filed by
NSAM with the SEC on June3, 2016,June7, 2016,June8, 2016,July29,
2016,October17, 2016 and November7, 2016 in connection with the
proposed transaction. Information regarding Colonys directors and
executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in
Colonys Annual Report on Form 10-K for the year ended December31,
2015, its annual proxy statement filed with the SEC on March31,
2016 and Current Reports on Form 8-K filed by Colony with the SEC
on June3, 2016,June7, 2016,June8, 2016,July29, 2016 and
October17, 2016 in connection with the proposed transaction.
Information regarding NRFs directors and executive officers,
including a description of their direct interests, by security
holdings or otherwise, is contained in NRFs Annual Report on Form
10-K for the year ended December31, 2015, as amended by its Form
10-K/A filed with the SEC on April28, 2016 and Current Reports on
Form 8-K filed by NRF with the SEC on June3, 2016,June7,
2016,June8, 2016,July29, 2016 and October17, 2016 in connection
with the proposed transaction. A more complete description is
available in the definitive joint proxy statement/prospectus
filed by each of NSAM, Colony and NRF with the SEC on November18,
2016. You may obtain free copies of these documents as described
in the preceding paragraph.
No Offer or Solicitation
This current report 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 Section10 of the Securities Act of 1933, as
amended.
– 8 –
About COLONY CAPITAL, INC. (NYSE:CLNY)
Colony Capital, Inc., formerly Colony Financial, Inc., is a global real estate and investment management company. The Company operates through five segments: Real Estate Equity, including Light industrial real estate assets and operating platform; Single-family residential rentals through an investment in Colony Starwood Homes and Other real estate equity investments; Real Estate Debt, which includes loan originations and acquisitions, and Investment Management, which includes investment management of the Company-sponsored funds and other investment vehicles. Through its global investment management business, it has over $18.8 billion of assets under management. Its business objective is to provide risk-adjusted returns to its investors through a diversified portfolio of direct and indirect real estate-related equity and real estate debt investments, and fee bearing management contracts on investment funds that it manages. COLONY CAPITAL, INC. (NYSE:CLNY) Recent Trading Information
COLONY CAPITAL, INC. (NYSE:CLNY) closed its last trading session up +0.22 at 20.99 with 711,007 shares trading hands.