NorthStar Realty Finance Corp. (NYSE:NRF) Files An 8-K Other EventsItem 8.01 Other Events.
As previously announced, on June 2, 2016, NorthStar Realty Finance Corp. (“NRF”), a Maryland corporation, entered into an Agreement and Plans of Merger, as amended from time to time, with NorthStar Asset Management Group Inc. (“NSAM”), a Delaware corporation, Colony Capital, Inc. (“Colony”), a Maryland corporation, and certain subsidiary entities of NRF and NSAM, to which NRF, NSAM and Colony will combine in an all-stock merger of equals (the “Mergers”). In connection with the Mergers, each of NRF, NSAM and Colony has filed a definitive joint proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on November 18, 2016 (the “Definitive Proxy Statement”). The supplemental information below should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement.
Supplemental Information to the Definitive Proxy Statement
As previously described in the Definitive Proxy Statement under the heading “Litigation Relating to the Mergers”, a purported stockholder of Colony initiated a legal action (referred to as the Carter action) on behalf of a putative class of Colony stockholders against Colony and members of the Colony board alleging claims under Sections 14(a) and 20(a) of the Exchange Act and claims relating to the financial projections for NRF, NSAM and Colony and the financial analysis performed by Colony’s financial advisor.
On November 18, 2016, a purported stockholder of NRF filed an action relating to the Mergers on behalf of a putative class of NRF stockholders in the United States District Court of the District of Maryland, captioned Boothe v. NorthStar Realty Finance Corp., et al. The Boothe action makes substantially similar claims as the Carter and Kessler actions. The Boothe action names as defendants NRF and the members of the NRF board, and alleges claims under Sections 14(a) and 20(a) of the Exchange Act substantially similar to those alleged in the Carter and Kessler actions. The complaint alleges, among other things, that the initial joint proxy statement/prospectus and the first and third amendments thereto filed in respect of the Mergers omit or misstate various facts concerning the financial analyses performed by the financial advisor to the special committee of the NRF board. The complaint purports to seek, among other things, injunctive relief, money damages and attorneys’ and expert fees and expenses.
Also, on November 18, 2016, a purported stockholder of NSAM filed a substantially similar action relating to the Mergers on behalf of a putative class of NSAM stockholders in the United States District Court of the District of Maryland, captioned Kessler v. NorthStar Asset Management Group Inc., et al. The Kessler action names as defendants NSAM and the members of the NSAM board, and alleges claims under Sections 14(a) and 20(a) of the Exchange Act substantially similar to those alleged in the Carter action. The complaint alleges, among other things, that the initial joint proxy statement/prospectus and the first and third amendments thereto filed in respect of the Mergers omit or misstate various facts concerning the financial analyses performed by the financial advisors to NSAM and the special committee of the NSAM board. The complaint purports to seek, among other things, injunctive relief, money damages and attorneys’ and expert fees and expenses.
Cautionary Statement Regarding Forward-Looking Statements
This current report may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward looking statements: the failure to receive, on a timely basis or otherwise, the required approvals by NSAM, Colony and NRF stockholders, governmental or regulatory agencies and third parties; the risk that a condition to closing of the merger may not be satisfied; each company’s ability to consummate the merger; operating costs and business disruption may be greater than expected; the ability of each company to retain its senior executives and maintain relationships with business partners pending consummation of the merger; the ability to realize substantial efficiencies and synergies as well as anticipated strategic and financial benefits; and the impact of legislative, regulatory and competitive changes. The foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in each company’s reports filed from time to time with the SEC, including NSAM’s and NRF’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and Colony’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. There can be no assurance that the merger will in fact be consummated.
