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EX-1.1 - UNDERWRITING AGREEMENT - Colony Capital, Inc.d409692dex11.htm
EX-5.1 - OPINION OF HOGAN LOVELLS US LLP - Colony Capital, Inc.d409692dex51.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6, 2012

 

 

COLONY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-34456   27-0419483

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2450 Broadway, 6th Floor

Santa Monica, CA

  90404
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (310) 282-8820

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On September 6, 2012, Colony Financial, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, (the “Underwriter”), pursuant to which the Company agreed to offer and sell 7,000,000 shares of its common stock, par value $0.01 per share (the “Common Stock”) to the Underwriter at a price of $18.53 per share. The Underwriter may offer the shares of common stock from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to an additional 1,050,000 shares of Common Stock at a price of $18.53 per share. The Underwriter exercised this option in full on September 7, 2012. The Company estimates that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $149.0 million.

The Company intends to use a portion of the net proceeds from this offering to repay amounts outstanding under its revolving credit facility and the balance to acquire its target assets in a manner consistent with its investment strategies and investment guidelines and for working capital and 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 Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required to make in respect of those liabilities. The closing of the offering is subject to customary closing conditions pursuant to the terms of the Underwriting Agreement.

The Underwriter and its affiliates have engaged in investment banking and other commercial dealings in the ordinary course of business with the Company and may therefore have an interest in the successful completion of this offering beyond the underwriting discounts and commissions it will receive in connection with the offering. An affiliate of the Underwriter is a lender under the Company’s revolving credit facility and will receive its pro rata share of the net proceeds of the offering that are used to repay the revolving credit facility.

A copy of the Underwriting Agreement is attached to this report as Exhibit 1.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

1.1    Underwriting Agreement, dated September 6, 2012, by and among the Company, Colony Financial Manager, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated
5.1    Opinion of Hogan Lovells US LLP regarding the legality of the Common Stock
23.1    Consent of Hogan Lovells US LLP (included in Exhibits 5.1)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 11, 2012   COLONY FINANCIAL, INC.
  By:   /s/ Darren J. Tangen
    Darren J. Tangen
    Chief Financial Officer and Treasurer


EXHIBIT INDEX

 

Exhibit No.

  

Description

  1.1    Underwriting Agreement, dated September 6, 2012, by and among the Company, Colony Financial Manager, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated
  5.1    Opinion of Hogan Lovells US LLP regarding the legality of the Common Stock
23.1    Consent of Hogan Lovells US LLP (included in Exhibit 5.1)