NorthStar Asset Management Group Inc. (NYSE:NSAM) Files An 8-K Termination of a Material Definitive Agreement

Item1.02. Termination of a Material Definitive Agreement.

The information set forth in the Explanatory Note and Item2.01 of
this Current Report on Form 8-K is incorporated herein by
reference.

In connection with the completion of the transactions
contemplated by the Merger Agreement, on January10, 2017, NSAM
and NSAM LP, NSAMs operating partnership and a Delaware limited
partnership repaid all outstanding obligations in respect of
principal, interest and fees under the $500 million term loan
facility provided by that certain Term Loan Credit Agreement,
dated as of January29, 2016, among NSAM, as guarantor, NSAM LP,
as borrower, Morgan Stanley Senior Funding, Inc. as arranger and
administrative agent, and certain lenders.

Item2.01. Completion of Acquisition or Disposition of
Assets.

The information provided in the Explanatory Note of this Current
Report on Form 8-K is incorporated herein by reference.

On January10, 2017, to the Merger Agreement, NSAM, Colony and NRF
merged into Colony NorthStar, which became the publicly traded
company for the combined organization. Specifically, in
accordance with the Merger Agreement, (i)NSAM merged with and
into Colony NorthStar, with Colony NorthStar continuing as the
surviving corporation (the Redomestication Merger),
(ii)New NRF, following certain internal reorganization
transactions resulting in NRF becoming a wholly owned subsidiary
of New NRF, merged with and into Colony NorthStar, with Colony
NorthStar continuing as the surviving corporation and NRF
continuing as a limited liability company subsidiary of Colony
NorthStar (the NRF Merger) and (iii)Colony merged with and
into Colony NorthStar, with Colony NorthStar continuing as the
surviving corporation (the Colony Merger and, together
with the Redomestication Merger and the NRF Merger, the
Mergers).

At the effective time of the Redomestication Merger (i)each share
of NSAM common stock issued and outstanding immediately prior to
such effective time was cancelled and converted into one share of
the class A common stock of Colony NorthStar (Colony NorthStar
ClassA Common Stock) and (ii)each share of NSAM performance
common stock issued and outstanding immediately prior to such
effective time was cancelled and converted into one share of
Colony NorthStar performance common stock (together with the
Colony NorthStar ClassA Common Stock to be received by NSAM
common stockholders in connection with the Redomestication
Merger, the Redomestication Merger Consideration).

At the effective time of the NRF Merger (i)each share of NRF
common stock issued and outstanding immediately prior to such
effective time, through a series of transactions, was cancelled
and converted into the right to receive 1.0996 shares of Colony
NorthStar ClassA Common Stock, and (ii)each share of NRF series A
preferred stock, series B preferred stock, series C preferred
stock, series D preferred stock and series E preferred stock
issued and outstanding immediately prior to such effective time,
through a series of transactions, was cancelled and converted
into the right to receive one share of Colony NorthStars 8.75%
Series A Cumulative Redeemable Perpetual Preferred Stock, 8.25%
Series B Cumulative Redeemable Perpetual Preferred Stock, 8.875%
Series C Cumulative Redeemable Perpetual Preferred Stock, 8.500%
Series D Cumulative Redeemable Perpetual Preferred Stock and
8.75% Series E Cumulative Redeemable Perpetual Preferred Stock,
respectively, having preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividend,
qualification and terms and conditions of redemption
substantially similar to those of the corresponding series of NRF
preferred stock.

At the effective time of the Colony Merger (i)each share of class
A common stock of Colony issued and outstanding

immediately prior to such effective time was cancelled and
converted into the right to receive 1.4663 shares of Colony
NorthStar ClassA Common Stock, (ii)each share of class B common
stock of Colony issued and outstanding immediately prior to such
effective time was cancelled and converted into the right to
receive 1.4663 shares of the class B common Stock of Colony
NorthStar (Colony NorthStar Class B Common Stock) and
(iii)each share of Colonys series A preferred stock, series B
preferred stock and series C preferred stock issued and
outstanding immediately prior to such effective time was
cancelled and converted into the right to receive one share of
Colony NorthStars 8.50% Series F Cumulative Redeemable Perpetual
Preferred Stock, 7.50% Series G Cumulative Redeemable Perpetual
Preferred Stock and 7.125% Series H Cumulative Redeemable
Perpetual Preferred Stock, respectively, having preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividend, qualification and terms and
conditions of redemption substantially similar to those of the
corresponding series of Colony preferred stock.

In addition, on December22, 2016, NSAM declared a one-time
special dividend (the Special Dividend) in the amount of
approximately $1.16 per share of NSAM common stock. The Special
Dividend is expected to be paid as soon as reasonably practicable
following the closing of the Mergers, and the number of shares of
NSAM common stock that will be entitled to receive the Special
Dividend will be determined based on the record date of January3,
2017.

The issuance of Colony NorthStar ClassA Common Stock and Colony
NorthStar series A preferred stock, series B preferred stock,
series C preferred stock, series D preferred stock, series E
preferred stock, series F preferred stock, series G preferred
stock and series H preferred stock in connection with the Mergers
was registered under the Securities Act of 1933, as amended, to
Colony NorthStars registration statement on Form S-4 (File
No.333- 212739) filed with the U.S. Securities and Exchange
Commission (the SEC) on July29, 2016 (as amended, the
Registration Statement), and declared effective on
November18, 2016. The definitive joint proxy statement/prospectus
of NSAM, Colony and NRF, dated November18, 2016 (as supplemented
by NSAMs and NRFs Current Reports on Form 8-K filed on
November23, 2016 and December12, 2016, respectively, and Colonys
Current Report on Form 8-K filed on December12, 2016), which
forms a part of the Registration Statement, contains additional
information about the Mergers and the other transactions
contemplated by the Merger Agreement, which is incorporated by
reference into this Item2.01.

As of the closing of the Redomestication Merger, shares of Colony
NorthStar ClassA Common Stock are deemed registered under
Section12(b) of the Securities Exchange Act of 1934, as amended
(the Exchange Act) to Rule 12g-3(a) under the Exchange
Act. For purposes of Rule 12g-3(a), Colony NorthStar is the
successor issuer to NSAM. As a result, as of the completion of
the Mergers, future filings with the SEC will be made by Colony
NorthStar under CIK No.0001679688. Shares of Colony NorthStar
ClassA Common Stock have also been approved for listing on the
New York Stock Exchange (the NYSE) and will begin trading
under the symbol CLNS on the NYSE effective as of the opening of
trading on January11, 2017.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the Merger
Agreement, which were filed as Exhibits 2.1, 2.2 and 2.3 to the
Registration Statement, and are incorporated herein by reference.

Item3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Explanatory Note and Item2.01 of
this Current Report on Form 8-K is incorporated herein by
reference.

Shares of NSAM common stock are registered to Section12(b) of the
Exchange Act and listed on the NYSE under the symbol NSAM. As a
result of the Mergers, each share of NSAM common stock was
automatically cancelled and converted into the right to receive
one share of Colony NorthStar ClassA Common Stock. Shares of NSAM
common stock will be suspended from trading on the NYSE effective
as of the opening of trading on January11, 2017. NSAM has
requested that the NYSE file with the SEC a Form 25 to notify the
SEC of the removal of shares of NSAM common stock from listing on
the NYSE effective as of the completion of the Mergers. NSAM
intends to file a Form 15 with the SEC to terminate the
registration of the shares of NSAM common stock under the
Exchange Act and suspend its reporting obligations with respect
to such shares under Section15(d) of the Exchange Act.

Item3.03. Material Modification to Rights of Security
Holders.

The information set forth in the Explanatory Note, Item2.01 and
Item3.01 of this Current Report on Form 8-K is incorporated
herein by reference.

In connection with the Redomestication Merger, each share of NSAM
common stock and NSAM performance common stock issued and
outstanding immediately prior to the effective time of such
merger, was converted into the right to receive the
Redomestication Merger Consideration, as applicable. At the
effective time of the Redomestication Merger, each of NSAMs
stockholders ceased to have any rights as stockholders of NSAM
other than the right to receive the Redomestication Merger
Consideration, as applicable, and any rights attendant thereto.

The rights of the former NSAM common stockholders who become
Colony NorthStar common stockholders will be governed by the
charter of Colony NorthStar, the Amended and Restated Bylaws of
Colony NorthStar and the Maryland General Corporation Law (the
MGCL). The Registration Statement contains additional
information about the charter of Colony NorthStar, the Amended
and Restated Bylaws of Colony NorthStar, the MGCL, as well as a
comparison of the rights of former NSAM common stockholders with
the rights of Colony NorthStar common stockholders, which is
incorporated by reference into this Item3.03.

Item5.01. Changes in Control of Registrant.

The information set forth in the Explanatory Note and Item2.01 of
this Current Report on Form 8-K is incorporated herein by
reference.

As of the consummation of the Mergers, the former stockholders of
NSAM, Colony and NRF hold, or have the right to hold,
approximately 32.85%, 33.25% and 33.90%, respectively, of Colony
NorthStar, on a fully diluted basis, excluding the effect of
certain equity-based awards issuable in connection with the
Mergers. In addition, taking into account the voting rights of
each share of Colony NorthStar Class B Common Stock, which are
equal to 36.5 votes per share of Colony NorthStar ClassA Common
Stock, following the Mergers, the former stockholders of NSAM,
Colony and NRF hold, or have the right to hold, approximately
34%, 33% and 33%, respectively, of the voting power of Colony
NorthStar common stock.

Upon the consummation of the Mergers, in accordance with the
Merger Agreement, the size of the board of directors of Colony
NorthStar was set at 10 members, of whom five are designated by
NSAM and NRF and five are designated by Colony.

Item8.01. Other Events.

On January10, 2017, Colony NorthStar issued a press release
announcing the completion of the transactions contemplated by the
Merger Agreement. The full text of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this report.

About NorthStar Asset Management Group Inc. (NYSE:NSAM)

NorthStar Asset Management Group Inc. is a global asset management company. The Company is focused on strategically managing real estate and other investment platforms in the United States and internationally. It manages various companies, including NorthStar Realty Finance Corp. and NorthStar Realty Europe Corp. (collectively, NorthStar Listed Companies). Its segments include NorthStar Listed Companies, which provides asset management and other services to the NorthStar Listed Companies; Sponsored Companies, which provides asset management and other services, and manages the day-to-day activities of its Sponsored Companies; Broker-dealer, which raises capital in the retail market through NorthStar Securities, LLC (NorthStar Securities) and earns dealer manager fees from the Sponsored Companies; Direct Investments, which invests in strategic partnerships and joint ventures with third parties involved in commercial real estate or other sectors and markets, and Corporate/Other.

NorthStar Asset Management Group Inc. (NYSE:NSAM) Recent Trading Information

NorthStar Asset Management Group Inc. (NYSE:NSAM) closed its last trading session up +0.15 at 15.84 with 21,806,362 shares trading hands.