NorthStar Realty Finance Corp. (NASDAQ:NRF) Files An 8-K Termination of a Material Definitive Agreement

NorthStar Realty Finance Corp. (NASDAQ:NRF) 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 Item 2.01
of this Current Report on Form 8-K is incorporated herein by
reference.

In connection with the consummation of the Mergers described in
Item 2.01 below, on January10, 2017, all outstanding obligations
in respect of principal, interest and fees, as applicable, under
(i)that certain Amended and Restated Credit and Guaranty
Agreement, dated as of May5, 2015, among NRF LP, NRF, certain
subsidiary guarantors, various lenders, Deutsche Bank Securities
Inc. and Deutsche Bank AG New York Branch (the Deutsche Bank
Facility); (ii) that certain Master Repurchase Agreement, dated
as of March11, 2013, by and among NRFC DB Loan, LLC, as master
seller, and Deutsche Bank AG, Cayman Islands Branch, as buyer
(the Master Repurchase Agreement); (iii) that certain Amended and
Restated Credit Agreement, dated as of March13, 2015, among NRF
LP, as borrower, NRF, as guarantor, the lenders part party
thereto and UBS AG, Stamford Branch, as Administrative Agent (the
First Credit Agreement); and (iv)that certain Amended and
Restated Credit Agreement, dated as of March27, 2015, among NRF
LP, as borrower, NRF, as guarantor, the lenders party thereto and
UBS AG, Stamford Branch, as Administrative Agent (together with
the Deutsche Bank Facility, the Master Repurchase Agreement and
the First Credit Agreement, the Terminating Agreements), were
repaid in full, as applicable, and the Terminating Agreements
were terminated.


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, NRF and Colony
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 each share of
NSAM common stock issued and outstanding immediately prior to
such effective time was cancelled and converted into the right to
receive one share of the class A common stock of Colony NorthStar
(Colony NorthStar ClassA Common Stock).

At the effective time of the NRF Merger (i)each share of NRF
common stock (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
(the NRF Common Stock Merger Consideration), 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 (collectively, NRF 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 (together, with
the NRF Common Stock Merger Consideration, the NRF Merger
Consideration).

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
ClassB 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.

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 Item
2.01.

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 Item 2.01
of this Current Report on Form 8-K is incorporated herein by
reference.

On January10, 2017, in connection with the completion of the
Mergers, NRF requested that the New York Stock Exchange (NYSE)
suspend trading in NRF Common Stock and NRF Preferred Stock
(collectively, the NRF Capital Stock) and file with the SEC a
Form 25 to notify the SEC of the removal of shares of NRF Capital
Stock from listing on the NYSE effective as of the completion of
the Mergers. Shares of NRF Capital Stock will be suspended from
trading on the NYSE effective as of the opening of trading on
January11, 2017. NRF intends to file a Form 15 with the SEC to
terminate the registration of NRF Capital Stock under the
Securities Exchange Act of 1934, as amended (the Exchange Act)
and suspend its reporting obligations with respect to such shares
under Section 15(d) of the Exchange Act.


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

The information set forth in the Explanatory Note, Item 2.01 and
Item 3.01 of this Current Report on Form 8-K is incorporated
herein by reference.

In connection with the NRF Merger, each share of NRF Capital
Stock issued and outstanding immediately prior to the effective
time of such merger, was converted into the right to receive the
NRF Merger Consideration, as applicable. At the effective time of
the NRF Merger, each of NRFs stockholders ceased to have any
rights as stockholders of NRF other than the right to receive the
NRF Merger Consideration, as applicable, and any rights attendant
thereto.

The rights of the former NRF common stockholders who become
Colony NorthStar common stockholders will be governed by the
charter of Colony NorthStar and 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 NRF common stockholders with the rights of
Colony NorthStar common stockholders, which is incorporated by
reference into this Item 3.03.


Item5.01.
Changes in Control of Registrant.

The information set forth in the Explanatory Note and Item 2.01
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 ClassB 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.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

The information set forth in the Explanatory Note, Item 2.01 and
Item 5.01 of this Current Report on Form 8-K is incorporated
herein by reference.

As a result of the NRF Merger and to the Merger Agreement, NRF
became a wholly owned subsidiary of New NRF, New NRF merged with
and into Colony NorthStar, with Colony NorthStar continuing as
the surviving corporation. Immediately following the NRF merger,
NRF converted into a Delaware limited liability company (the LLC
Conversion). All of the members of the board of directors of NRF
ceased to serve as directors of NRF, effective at the effective
time of LLC Conversion. In addition, at the effective time of the
LLC Conversion, each of the executive officers of NRF ceased to
be an officer of NRF.


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.


Exhibit No.


Description

2.1 Agreement and Plans of Merger, dated as of June2, 2016, among
NorthStar Realty Finance Corp., Colony Capital, Inc.,
NorthStar Asset Management Group Inc., Colony NorthStar, Inc.
(formerly known as New Polaris Inc.), New Sirius Inc.,
NorthStar Realty Finance Limited Partnership, Sirius Merger
Sub-T, LLC and New Sirius Merger Sub, LLC(incorporated by
reference to Exhibit 2.1 to Colony NorthStar, Inc.s
Registration Statement on Form S-4 (No.333-212739) effective
November18, 2016)
2.2 Letter Agreement, dated as of July28, 2016, among NorthStar
Realty Finance Corp., Colony Capital, Inc., NorthStar Asset
Management Group Inc., Colony NorthStar, Inc. (formerly known
as New Polaris Inc.), Sirius Merger Sub-T, LLC, NorthStar
Realty Finance Limited Partnership, New Sirius Inc. and New
Sirius Merger Sub LLC (incorporated by reference to Exhibit
2.2 to Colony NorthStar, Inc.s Registration Statement on Form
S-4 (No.
333-212739) effective November18, 2016)
2.3 Letter Agreement, dated as of October16, 2016, among
NorthStar Realty Finance Corp., Colony Capital, Inc.,
NorthStar Asset Management Group Inc., Colony NorthStar, Inc.
(formerly known as New Polaris Inc.), Sirius Merger
Sub-T, LLC,
NorthStar Realty Finance Limited Partnership, New Sirius Inc.
and New Sirius Merger Sub LLC (incorporated by reference to
Exhibit 2.3 to Colony NorthStar, Inc.s Registration Statement
on Form S-4
(No. 333-212739) effective November18, 2016)
99.1 Press Release of Colony NorthStar, Inc., dated as of
January10, 2017

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