COLONY NORTHSTAR, INC. (NYSE:CLNS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The summary set forth above is qualified in its entirety by reference to the copy of the Articles Supplementary included as an exhibit to the Company’s Registration Statement on Form8-A filed with the U.S. Securities and Exchange Commission on September22, 2017.
Item 5.03. Other Events.
As announced on September13, 2017, the Board of Directors of the Company authorized the redemption of some or all of its 13,998,905 outstanding shares of its 8.25% SeriesB Cumulative Redeemable Perpetual Preferred Stock (the “SeriesB Preferred Stock”) from time to time, but no later than December31, 2017.
On September18, 2017, the Company received notice that the underwriters of the Company’s offering of 7.125% SeriesJ Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (“SeriesJ Preferred Stock”), which offering was announced by the Company on September13, 2017, have exercised their option to purchase an additional 1,600,000 shares of the SeriesJ Preferred Stock. The Company estimates net proceeds from the underwriters’ purchase of the additional shares of SeriesJ Preferred Stock, after deducting the underwriting discounts and commissions, will be approximately $38.7 million. As a result, on September18, 2017, the Company delivered notice to holders of the SeriesB Preferred Stock that on October18, 2017 (the “Redemption Date”), it intends to use the additional proceeds to redeem 1,549,600 shares of the SeriesB Preferred Stock (the “Redeemed Shares”). The Redeemed Shares will be redeemed at the redemption price of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) from August15, 2017 up to, but not including, the Redemption Date. The redemption of the Redeemed Shares was contingent upon the closing of the Company’s offering of SeriesJ Preferred Stock.
Dividends on the Redeemed Shares will cease to accrue on the Redemption Date. Upon redemption, the Redeemed Shares will no longer be outstanding, and all rights of the holders of such shares will terminate, except the right of the holders to receive the cash payable upon such redemption, without interest. All shares of SeriesB Preferred Stock are held in book-entry form through the Depository Trust Company (“DTC”). The Redeemed Shares will be redeemed pro rata and in accordance with the procedures of DTC.
A copy of the Company’s press release, dated September18, 2017, announcing the partial redemption of the SeriesB Preferred Stock is filed as Exhibit99.1 hereto.
Item 5.03. Financial Statements and Exhibits.
Articles Supplementary designating Colony NorthStar, Inc.’s 7.125% SeriesJ Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (incorporated by reference to Exhibit3.3 to the Company’s Form8-A filed on September22, 2017)
Opinion of Hogan Lovells US LLP regarding the legality of the SeriesJ Preferred Stock*
Consent of Hogan Lovells US LLP (included in Exhibit5.1)*
Press Release, dated September18, 2017, announcing the partial redemption of Colony NorthStar, Inc.’s 8.25% SeriesB Cumulative Redeemable Perpetual Preferred Stock*
Colony NorthStar, Inc. ExhibitEX-5.1 2 d459374dex51.htm EX-5.1 EX-5.1 Exhibit 5.1 Hogan Lovells US LLP Columbia Square 555 Thirteenth Street,…To view the full exhibit click
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.