COLONY NORTHSTAR, INC. (NYSE:CLNS) Files An 8-K Other EventsItem 8.01. Other Events.
In connection with the previously announced underwritten public offering (the “Offering”) of Colony NorthStar, Inc.’s (the “Company”) 7.125% Series J Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series J Preferred Stock”), the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), dated September13, 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 11,000,000 shares of its Series J Preferred Stock to the Underwriters. The Series J 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 1,650,000 shares of Series J Preferred Stock. 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 $265.7million, or approximately $305.6million if the Underwriters’ option to purchase additional shares is exercised in full.
The Company intends to use the net proceeds of the Offering to redeem a portion of the issued and outstanding shares of its 8.25% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred Stock”) and all of the issued and outstanding shares of its 8.875% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Series C 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 Company’s Series B Preferred Stock or Series C 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 September13, 2017 to holders of the Series B Preferred Stock and holders of the Series C Preferred Stock that on October13, 2017 (the “Redemption Date”), it intends to redeem a portion of the issued and outstanding Series B Preferred Stock and all of the issued and outstanding shares of Series C Preferred Stock (each, a “Redeemed Share” and, collectively, the “Redeemed Shares”). Each Redeemed Share 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 Redeemed Share from August15, 2017 up to, but not including, the Redemption Date. The redemption of the Redeemed Shares is contingent upon the closing of the Offering, which is expected to occur on or about September22, 2017.
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 will terminate, except the right of the holders to receive the cash payable upon such redemption, without interest. All shares of Series B Preferred Stock and all shares of Series C Preferred Stock are held in book-entry form through the Depository Trust Company (“DTC”). The Redeemed Shares will be redeemed in accordance with the procedures of DTC. Upon redemption, the Series C Preferred Stock will be delisted from trading on the New York Stock Exchange.
A copy of the Company’s press releases announcing the redemption of a portion of the Series B Preferred Stock issued and outstanding and all of the shares of the Series C Preferred Stock issued and outstanding are filed as Exhibits 99.2 and 99.3, respectively, hereto.
Item 8.01. Financial Statements and Exhibits.
|
Exhibit No. |
Description |
| 12.1 |
Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends. |
| 99.1 |
Underwriting Agreement, dated September 13, 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 September 13, 2017, announcing the partial redemption of Colony NorthStar, Inc.’s 8.25% SeriesB Cumulative Redeemable Perpetual Preferred Stock. |
| 99.3 |
Press Release, dated September 13, 2017, announcing the redemption of Colony NorthStar, Inc.’s 8.875% SeriesC Cumulative Redeemable Perpetual Preferred Stock. |
EXHIBIT INDEX
|
Exhibit No. |
Description |
| 12.1 |
Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends. |
| 99.1 |
Underwriting Agreement, dated September 13, 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 September 13, 2017, announcing the partial redemption of Colony NorthStar, Inc.’s 8.25% Series B Cumulative Redeemable Perpetual Preferred Stock. |
| 99.3 |
Press Release, dated September 13, 2017, announcing the redemption of Colony NorthStar, Inc.’s 8.875% Series C Cumulative Redeemable Perpetual Preferred Stock. |
Colony NorthStar, Inc. ExhibitEX-12.1 2 d451919dex121.htm EX-12.1 EX-12.1 Exhibit 12.1 COLONY NORTHSTAR,…To view the full exhibit click here
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.