Attached files
| file | filename |
|---|---|
| EX-99.5 - PRO FORMA FINANCIAL STATEMENTS OF COLONY NORTHSTAR, INC. - DigitalBridge Group, Inc. | exh995clnsproforma.htm |
| EX-99.4 - FINANCIAL STATEMENTS OF NORTHSTAR II - DigitalBridge Group, Inc. | exh994nreiiifinancials.htm |
| EX-99.3 - FINANCIAL STATEMENTS OF NORTHSTAR I - DigitalBridge Group, Inc. | exh993nreifinancials.htm |
| EX-99.2 - FINANCIAL STATEMENTS OF CLNS INVESTMENT ENTITIES - DigitalBridge Group, Inc. | exh992inventitiesfinancials.htm |
| EX-99.1 - FINANCIAL STATEMENTS OF COLONY NORTHSTAR CREDIT - DigitalBridge Group, Inc. | exh991clncfinancials.htm |
| EX-23.4 - CONSENT OF GRANT THORNTON LLP - DigitalBridge Group, Inc. | exh234consent-nsreiiiopini.htm |
| EX-23.3 - CONSENT OF GRANT THORNTON LLP - DigitalBridge Group, Inc. | exh233consent-nsreiopnion.htm |
| EX-23.2 - CONSENT OF ERNST & YOUNG LLP - DigitalBridge Group, Inc. | exh232consent-inventopinion.htm |
| EX-23.1 - CONSENT OF ERNST & YOUNG LLP - DigitalBridge Group, Inc. | exh231consent-clncopinion.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2018
COLONY NORTHSTAR, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-37980 | 46-4591526 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
515 S. Flower Street, 44th Floor Los Angeles, CA | 90071 | |
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
Emerging growth company ¨ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | |
EXPLANATORY NOTE
This Amendment No. 1 to Current Report on Form 8-K amends the Current Report on Form 8-K filed on February 1, 2018 (the “Original 8-K”) by Colony NorthStar, Inc. (the “Company”) solely to provide additional financial information in connection with the completion on January 31, 2018 of the transactions contemplated by that certain Master Combination Agreement, dated as of August 25, 2017, as amended and restated on November 20, 2017 (the “Combination Agreement”), by and among (i) Colony Capital Operating Company, LLC (“CLNS OP”), a Delaware limited liability company and the operating company of the Company, (ii) NRF RED REIT Corp., a Maryland corporation and indirect subsidiary of CLNS OP, (iii) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (“Colony NorthStar Credit”), (iv) Credit RE Operating Company, LLC, a Delaware limited liability company and wholly owned subsidiary of Colony NorthStar Credit, (v) NorthStar Real Estate Income Trust, Inc., a Maryland corporation (“NorthStar I”), (vi) NorthStar Real Estate Income Trust Operating Partnership, LP, a Delaware limited partnership and the operating partnership of NorthStar I, (vii) NorthStar Real Estate Income II, Inc., a Maryland corporation ("NorthStar II"), and (viii) NorthStar Real Estate Income Operating Partnership II, LP, a Delaware limited partnership and the operating partnership of NorthStar II. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Original 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The financial statements of Colony NorthStar Credit, CLNS Investment Entities, NorthStar I and NorthStar II required to be filed pursuant to Rule 3-05 of Regulation S-X are incorporated herein by reference to Exhibits 99.1, 99.2, 99.3 and 99.4, respectively.
(b) Pro forma financial information
The pro forma financial information of the Company required to be filed in connection with the acquisition and disposition described in Item 2.01 in the Original 8-K is incorporated herein by reference to Exhibit 99.5 of this Current Report on Form 8-K/A.
(d) Exhibits
Exhibit No. | Description | |
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: | April 10, 2018 | COLONY NORTHSTAR, INC. | ||||
By: | /s/ Darren J. Tangen | |||||
Darren J. Tangen Chief Financial Officer and Treasurer | ||||||