COLONY NORTHSTAR, INC. (NYSE:CLNS) Files An 8-K Other Events
Item8.01. Other Events.
In connection with the previously announced underwritten public
offering (the Offering) of Colony NorthStar, Inc.s (the Company)
7.15% Series I Cumulative Redeemable Perpetual Preferred Stock,
par value $0.01 per share (the Series I Preferred Stock), the
Company entered into an Underwriting Agreement (the Underwriting
Agreement), dated May24, 2017, by and among the Company, Colony
Capital Operating Company, LLC and Merrill Lynch, Pierce, Fenner
Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley
Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as
representatives of the several underwriters named therein (the
Underwriters). to the Underwriting Agreement, the Company agreed
to offer and sell 13,800,000 shares of its Series I Preferred
Stock to the Underwriters, including 1,800,000 shares to the
exercise in full of the Underwriters option to purchase
additional shares. The Series I Preferred Stock was offered to
the public at a price of $25.00 per share, and was offered to the
Underwriters at a price of $24.2125 per share. to the terms of
the Underwriting Agreement, the Company granted the Underwriters
a 30-day option to purchase up to an additional 1,800,000 shares
of Series I Preferred Stock that was exercised in full. The
Company estimates that the net proceeds from the Offering, after
deducting underwriting discounts and commissions and estimated
offering expenses payable by the Company, will be approximately
$333.5 million.
The Company intends to use the net proceeds of the Offering to
redeem all of the issued and outstanding shares of each of its
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock
(the Series A Preferred Stock) and 8.50% Series F Cumulative
Redeemable Perpetual Preferred Stock (the Series F Preferred
Stock) and to use any remaining net proceeds for other general
corporate purposes.
The Company made certain customary representations, warranties
and covenants concerning the Company and the registration
statement in the Underwriting Agreement and also agreed to
indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Exchange Act of 1934, as
amended. The closing of the Offering is subject to customary
closing conditions to the terms of the Underwriting Agreement.
Certain affiliates of the Underwriters own shares of the Companys
Series A Preferred Stock or Series F Preferred Stock, which may
be redeemed using the net proceeds of the Offering. In addition,
the Underwriters and their affiliates have engaged in investment
banking and other commercial dealings in the ordinary course of
business with the Company or its affiliates and may therefore
have an interest in the successful completion of this offering
beyond the underwriting discounts and commissions they will
receive in connection with the Offering.
A copy of the Underwriting Agreement is attached to this report
as Exhibit 99.1 and incorporated herein by reference. The summary
of the Underwriting Agreement set forth above is qualified in its
entirety by reference to Exhibit 99.1.
In addition, the Company delivered notice on May24, 2017 to
holders of the Series A Preferred Stock and holders of the Series
F Preferred Stock that on June23, 2017 (the Redemption Date), it
intends to redeem all of the issued and outstanding Series A
Preferred Stock and all of the issued and outstanding shares of
Series F Preferred Stock. Each share of Series A Preferred Stock
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) on each share of Series A Preferred Stock to be
redeemed from May15, 2017 up to, but not including, the
Redemption Date. Each share of Series F Preferred Stock 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) on each share of Series F Preferred Stock to be
redeemed from April15, 2017 up to, but not including, the
Redemption Date. The redemption of the Series A Preferred Stock
and the Series F Preferred Stock is contingent upon the closing
of the Offering, which is expected to occur on or about June5,
2017.
Dividends on the shares of Series A Preferred Stock and on the
shares of Series F Preferred Stock that are to be redeemed will
cease to accrue on the Redemption Date. Upon redemption, the
shares of Series A Preferred Stock and the shares of Series F
Preferred Stock will no longer be outstanding, and all rights of
the holders will terminate, except the right of the holders to
receive the cash payable upon such redemption, without interest.
All shares of Series A Preferred Stock and all shares of Series F
Preferred Stock are held in book-entry form through the
Depository Trust Company (DTC). The Series A Preferred Stock and
the Series F Preferred Stock will be redeemed in accordance with
the procedures of DTC. Upon redemption, the Series A Preferred
Stock and Series F Preferred Stock will be delisted from trading
on the New York Stock Exchange.
A copy of the Companys press releases announcing the redemption
of the Series A Preferred Stock and the Series F Preferred Stock
are filed as Exhibits 99.2 and 99.3, respectively, hereto.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 12.1 |
Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends. |
|
| 99.1 |
Underwriting Agreement, dated May 24, 2017, by and among the Company and Colony Capital Operating Company, LLC and Merrill Lynch, Pierce, Fenner Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the several Underwriters listed therein. |
|
| 99.2 |
Press Release, dated May 24, 2017, announcing the redemption of Colony NorthStar, Inc.s 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock. |
|
| 99.3 |
Press Release, dated May 24, 2017, announcing the redemption of Colony NorthStar, Inc.s 8.50% Series F Cumulative Redeemable Perpetual Preferred Stock. |
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 up +0.13 at 14.13 with 2,179,670 shares trading hands.