COLONY NORTHSTAR, INC. (NYSE:CLNS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k
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COLONY NORTHSTAR, INC. (NYSE:CLNS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

The Company has filed Articles Supplementary classifying
13,800,000 shares of the Companys authorized preferred stock as
SeriesI Preferred Stock with the Maryland State Department of
Assessments and Taxation (the Articles Supplementary). The
Articles Supplementary became effective on June5, 2017. A
description of the material terms of the Series I Preferred
Stock, as contained within the Articles Supplementary, is set
forth below:

Issuer: Colony NorthStar, Inc.
Security: 7.15% Series I Cumulative Redeemable Perpetual Preferred
Stock
NoMaturity: Perpetual (unless repurchased or redeemed by the Issuer on or
after June 5, 2022 or to its special optional redemption
right, or converted by a holder in connection with a Change
of Control (defined below))
LiquidationPreference: $25.00 per share, plus accrued and unpaid dividends
Dividend Rate: Holders of Series I Preferred Stock will be entitled to
receive cumulative cash dividends on the Series I Preferred
Stock at the rate of 7.15% per annum of the $25.00 per share
liquidation preference, which is equivalent to $1.7875 per
annum per share.
DividendPaymentDates: Dividends on the Series I Preferred Stock will be payable
quarterly in arrears on or about the 15th day of each
January, April, July and October. The first dividend on the
Series I Preferred Stock sold in this offering will be paid
on July 15, 2017 and will be in the amount of $0.1986 per
share.
Optional Redemption: Except in instances relating to preservation of our
qualification as a REIT or to our special optional redemption
right discussed below, our Series I Preferred Stock is not
redeemable prior to June 5, 2022. On and after June 5, 2022,
we may, at our option, redeem our Series I Preferred Stock,
in whole, at any time, or in part, from time to time, for
cash at a redemption price of $25.00 per share, plus any
accrued and unpaid dividends (whether or not declared) to,
but not including, the date of redemption.
SpecialOptionalRedemption: Upon the occurrence of a Change of Control (as defined
below), we will have the option to redeem our Series I
Preferred Stock, in whole, at any time, or in part, from time
to time, within 120 days after the first date on which such
Change of Control has occurred for cash at a redemption price
of $25.00 per share, plus any accrued and unpaid dividends
(whether or not declared) to, but not including, the
redemption date. To the extent that we exercise our special
optional redemption right relating to the Series I Preferred
Stock, the holders of Series I Preferred Stock will not be
permitted to exercise the conversion right described below in
respect of their shares called for redemption.
Change of Control:

A Change of Control is when, after the original issuance of
the Series I Preferred Shares, the following have occurred
and are continuing:

the acquisition by any person, including any syndicate or
group deemed to be a person under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, or the
Exchange Act, of beneficial ownership, directly or
indirectly, through a purchase, merger or other acquisition
transaction or series of purchases, mergers or other
acquisition

transactions of shares of our capital stock entitling that
person to exercise more than 50% of the total voting power
of all shares of our capital stock entitled to vote
generally in elections of directors (except that such
person will be deemed to have beneficial ownership of all
securities that such person has the right to acquire,
whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent
condition); and

following the closing of any transaction referred to in the
bullet point above, neither we nor the acquiring or
surviving entity has a class of common securities (or ADRs
representing such common securities) listed on the NYSE,
the NYSE Amex or NASDAQ, or listed or quoted on an exchange
or quotation system that is a successor to the NYSE, the
NYSE Amex or NASDAQ.

ConversionRights: Upon the occurrence of a Change of Control (as defined
above), holders will have the right (unless we have elected
to exercise our special optional redemption right to redeem
their Series I Preferred Stock) to convert some or all of
such holders Series I Preferred Stock into a number of shares
of our Class A common stock, par value $0.01 per share, equal
to the lesser of (A) the quotient obtained by dividing (i)
the sum of the $25.00 liquidation preference plus the amount
of any accrued and unpaid dividends (whether or not declared)
to, but not including, the Change of Control Conversion Date
(unless the Change of Control Conversion Date is after a
record date for a Series I Preferred Stock dividend payment
and prior to the corresponding Series I Preferred Stock
dividend payment date, in which case no additional amount for
such accrued and unpaid dividend will be included in this
sum) by (ii) the Common Stock Price; and (B) 3.6075 (i.e.,
the Share Cap), subject, in each case, to certain adjustments
and provisions for the receipt of alternative consideration
of equivalent value as described in the prospectus
supplement.
If we have provided a redemption notice with respect to some
or all of the Series I Preferred Stock, holders of any Series
I Preferred Stock that we have called for redemption will not
be permitted to exercise their Change of Control Conversion
Right in respect of any of their shares of Series I Preferred
Stock that have been called for redemption, and any Series I
Preferred Stock subsequently called for redemption that has
been tendered for conversion will be redeemed on the
applicable date of redemption instead of converted on the
Change of Control Conversion Date.

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 Companys Registration Statement on Form 8-A
filed with the U.S. Securities and Exchange Commission on June5,
2017.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1 Articles Supplementary designating Colony NorthStar, Inc.s
7.15% Series I Cumulative Redeemable Perpetual Preferred
Stock, liquidation preference $25.00 per share, par value
$0.01 per share (incorporated by reference to Exhibit 3.2 to
the Companys Form 8-A filed on June 5, 2017)
5.1* Opinion of Hogan Lovells US LLP regarding the legality of the
Series I Preferred Stock
23.1* Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
* Filed herewith.


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.