pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
submit company : Colony NorthStar, Inc. ( Commission File No. : 333-212739 )
On October 17, 2016, NorthStar Asset Management Group Inc. ( the parent company of Colony NorthStar, Inc. ), Colony Capital, Inc. and NorthStar Realty Finance Corp. issued the take after joint weight-lift release :
NorthStar Asset Management Group, Colony Capital and NorthStar Realty Finance Announce Adoption of Best-in-Class Corporate Governance Policies, Amendments to Merger Agreement and Shareholder Support for Transaction
MSD (NSAM’s Largest Shareholder) Enters into Voting Agreement to Support Merger
October 17, 2016 — NorthStar Asset Management Group Inc. ( NYSE : NSAM ), Colony Capital, Inc. ( NYSE : CLNY ) and NorthStar Realty Finance Corp. ( NYSE : NRF ), today announced the borrowing of a best-in-class corporate administration structure for the pro forma combined ship’s company, Colony NorthStar, Inc. ( “ Colony NorthStar ”, or the “ Company ” ), and an agreement to amend the terms of the authoritative amalgamation agreement announced on June 3, 2016, pursuant to which the three companies will combine to form Colony NorthStar in an all-stock transaction .
Colony NorthStar Best-in-Class Corporate Governance Structure
The amendment to the amalgamation agreement provides for a best-in-class administration structure for Colony NorthStar .
1. New Independent Directors with Extensive Real Estate and Board Governance Experience. Colony NorthStar ’ s board will include two new mugwump directors, Jon A. Fosheim and Douglas Crocker II, who are each highly respected and recognized leaders in the actual estate of the realm diligence .
2. Board Size to be Reduced. Colony NorthStar ’ s board will be comprised of 10 directors ( a reduction from previously contemplated dining table size of 13 directors ), with five members jointly selected by NSAM and NRF, including Messrs. Fosheim and Crocker, and five members selected by Colony. At the close of the transaction, eight of the ten directors of the Colony NorthStar board will be freelancer under NYSE rules, including Colony ’ s four stream independent directors .
3. No Classified Board. All of Colony NorthStar ’ mho directors will stand for election per annum .
4. Will Opt out of MUTA. Colony NorthStar will opt out of all of the provisions of Subtitle 8 of Title 3 of the Maryland General Corporation Law, differently referred to as the Maryland Unsolicited Takeover Act, that would have permitted Colony NorthStar ’ s dining table to elect, without stockholder approval, to adopt a classified ad board structure and early anti-takeover provisions .
5. Majority Voting Standard for Election of Directors. In uncontested elections, members of Colony NorthStar ’ s control panel will be elected by majority right to vote, with incumbent directors who are not re-elected being required to submit a resignation. A plurality vote standard will apply to contest elections .
6. Stockholders Will be Permitted to Call Special Meetings. Stockholders holding 25 % of the Colony NorthStar voting might will be entitled to call a extra meet of stockholders. This is reduced from the majority requirement previously contemplated .
7. Stockholders to Have the Right to Remove and Replace Directors. Colony NorthStar stockholders will have the correctly to remove directors at a particular meet of stockholders, with or without campaign, by majority vote. Colony NorthStar stockholders will besides have the right to fill vacancies resulting from the removal of directors .
8. Stockholders May Amend Bylaws. Stockholders will be entitled to amend bylaw by majority vote. In accession, Colony NorthStar ’ s board will not be permitted to unilaterally amend any bylaw provisions adopted by stockholders. The anterior rent provision permitted under Maryland law that precluded stockholders from amending Colony NorthStar ’ s bylaws will be eliminated .
9. Stockholder Approval will be Required to Increase the Number of Shares Available for Issuance. The charter provision permitted under Maryland law that allowed the board to increase or decrease without stockholder blessing the count of Colony NorthStar ’ s shares available for issue will be eliminated. Any such increase will require the blessing of Colony NorthStar ’ south stockholders by majority vote .
10. Directors will be Subject to Stock Ownership Guidelines. Directors will be required to maintain standard possession equal to four times their annual cash retainer .
The management of NSAM, CLNY and NRF believe that having a shareholder-focused corporate government social organization will enhance Colony NorthStar ’ mho business and value to stockholders .
Incremental Cash Dividend for NSAM Shareholders
Per the amendment to the fusion agreement, NSAM will pay its pre-closing stockholders a extra cash dividend of $ 228 million ( approximately $ 1.16 per share ), an increase of $ 100 million above the $ 128 million special cash dividend NSAM was permitted to pay under the original amalgamation agreement. This special dividend will be in summation to NSAM ’ s regularly scheduled dividend of $ 0.10 per share collectible in November .
Stockholder-Oriented Executive Compensation Plan
Colony NorthStar intends to implement a design for administrator compensation substantially like to Colony ’ s existing compensation program. The primary goal of the platform would continue to be to align the interests of executive officers with those of stockholders in a room that allows the company to attract and retain the best administrator talent by rewarding friendly stockholder returns, the Company ’ s competitive position within its segment of the very estate and investment management industries and each administrator officer ’ s long-run career contributions to the Company .
NSAM ’ s Executive Chairman David Hamamoto, CEO and President Al Tylis, Chief Investment and Operating Officer Dan Gilbert, Chief Financial Officer Debra Hess, and Executive Vice President, General Counsel and Secretary Ron Lieberman, have each agreed that the number of Colony NorthStar shares that they will be entitled to receive for their previously reduced, contractually owed severance payments, which was to be determined based entirely on the volume weighted average trading price of the Colony NorthStar shares over the five trade days following the close up of the fusion, will be determined based on the greater of ( i ) a $ 15.00 per share price and ( two ) the five trade day book weighted median price of Colony NorthStar following the close of the fusion .
Mr. Hamamoto has besides agreed to submit his resignation as a conductor of Colony NorthStar in the event that his equity interest in Colony NorthStar falls below 50 % of his fairness sake as of the close of the transaction .
Merger Timing and Integration Update
The management of NSAM, CLNY and NRF plan to hold their respective stockholder meetings anterior to the goal of the year and close the amalgamation in January 2017. Colony NorthStar ’ mho lending banks have reaffirmed their finance commitment for the transaction, and the company has made significant advance on the amalgamation consolidation planning and reiterates its strong capital position. At the close up of the fusion, the Company intends to commence requital of an annualized dividend of $ 1.08 per share, account payable quarterly .
In connection with the amendments, MSD Capital L.P. and MSD Partners L.P. and certain of their respective affiliates, which together own approximately 10.2 % of NSAM ’ s outstanding shares, have entered into a vote agreement whereby they have agreed to vote their shares in favor of the transaction at the NSAM special meet .
MSD Capital and MSD Partners stated, “ NorthStar and Colony have made some very authoritative improvements to the terms and proposed structure of the merged caller. The government changes assure greater alignment with shareholders and we believe they will better put the new Colony NorthStar for future growth. We are please to support the new proposals and look forward to the conclude of the amalgamation and to the company ’ s future success. ”
Read more: Growth Equity
Richard B. Saltzman, Chief Executive Officer and President of Colony Capital, Inc., stated, “ We are extremely please that the modifications described regarding better corporate government and the reduction in the potential utmost number of shares issued pursuant to contractually owed severance payments inure to the benefit of all future Colony NorthStar shareholders. furthermore, we remain focus and are working arduous on assorted integration and strategic design matters in holy order to be well positioned for the anticipate conclude of the transaction in January. ultimately, we are delighted to have the defend of MSD Capital and MSD Partners for this transformational fusion. ”
The foregoing descriptions of the amendment to the amalgamation agreement, the vote agreement and the agreements by the NSAM executives are only a summary and are qualified in their entirety by the amendment to the fusion agreement, the vote agreement and the agreements with the executives that will be filed as exhibits to a stream Report on Form 8-K to be filed by each of NSAM, CLNY and NRF, as the lawsuit may be. The Company encourages all interest parties to read such agreements in their entirety, as they contain extra changes and provisions that are not discussed in this bid exhaust .
Detailed Biographies of Jon A. Fosheim and Douglas Crocker II
Jon A. Fosheim. Mr. Fosheim, historic period 65, is an mugwump director campaigner of Colony NorthStar, Inc. previously, Mr. Fosheim was the Chief Executive Officer of Oak Hill REIT Management, LLC ( “ Oak Hill ” ) from 2005 until he retired in 2011. Oak Hill is a hedge investment company specializing in REIT investments. From 1985 until 2005, Mr. Fosheim was a Principal and Co-founder of Green Street Advisors, a REIT advisory and consult firm. Prior to that, Mr. Fosheim worked in institutional sales at Bear Stearns & Co., a ball-shaped investment bank, and worked in the tax department at Touche Ross and Co. ( now Deloitte LLP ), an external account firm. Mr. Fosheim besides serves as a member of the control panel of directors, including its audited account committee and corporate administration committee, of Apple Hospitality REIT, Inc., a publicly traded REIT, positions he has held since January 2015. Mr. Fosheim besides served as a extremity of the board of Associated Estates Realty Corporation, a publicly traded REIT, from February 2015 until August 2015, when the company was sold to a very estate of the realm investment company managed by Brookfield Asset Management Inc. In addition, Mr. Fosheim is a director and chair of the audit committee of the Arnold and Mabel Beckman Foundation, a nonprofit organization initiation established for the function of supporting scientific research. In 2003, Mr. Fosheim was a recipient of the National Association of Real Estate Investment Trusts ( NAREIT ) Industry Achievement Award .
Mr. Fosheim holds a bachelor of Arts, Master of Business Administration and Juris Doctor, each from the University of South Dakota .
Douglas Crocker II. Mr. Crocker, historic period 76, is an independent film director campaigner of Colony NorthStar, Inc. Mr. Crocker has been the managing spouse of DC Partners LLC, a tauten that invests in and develops apartment properties, since 2013. From 2006 to 2013, Mr. Crocker was the Chairman of Pearlmark Multifamily Partners, L.L.C. ( once known as Transwestern Multifamily Partners, L.L.C. ), a commercial real estate of the realm firm. He was the Chief Executive Officer of Equity Residential, a multi-family residential REIT, from December 1992 until his retirement in December of 2002. During his more than 40 years of real number estate of the realm experience, Mr. Crocker has previously served as : executive Vice President of Equity Financial and Management Company, a subsidiary company of Equity Group Investments, Inc. ( “ EGI ” ), which provides strategic management and services for EGI ’ randomness substantial estate of the realm and corporate activities ; President, Chief Executive Officer and a film director of First Capital Corporation, a patron of public limited real estate of the realm partnerships ; Managing Director of Prudential Securities Inc., a fiscal services brokerage house tauten ; Chief Executive Officer of McKinley Finance Group, a privately held caller involved with real estate, bank and corporate finance ; President of American Invesco, the nation ’ sulfur largest condominium conversion company ; and Vice President of Arlen Realty and Development Company, a diversify substantial estate of the realm and retail party. Mr. Crocker presently is a penis of the boards of directors of Acadia Realty Trust and Care Capital Properties, Inc., each publicly traded REITs, since 2003 and August 2015, respectively. previously, during the past five years, Mr. Crocker was a penis of the board of directors of the follow publicly traded companies : Ventas, Inc. from 1998 until May 2016 ; CYS Investments, Inc. from 2007 to May 2015 ; Associated Estates Realty Corporation from December 2014 until August 2015, when
the company was sold to a actual estate fund managed by Brookfield Asset Management Inc. ; and Post Properties, Inc. from 2004 to May 2012 .
Mr. Crocker is a extremity of the National Multi-Housing Council, having previously served as its Chairman. In addition, Mr. Crocker presently serves as a regent of Milton Academy and once served as a regent of Urban Land Institute and DePaul. Mr. Crocker has been a five-time recipient role of Commercial Property News ’ Multifamily Executive of the Year Award, a three-time winner of their REIT executive of the Year Award, a three-time winner of Realty Stock Review ’ s Outstanding CEO Award, and received the National Association of Real Estate Investment Trusts ( NAREIT ) 2010 Edward H. Linde Industry Leadership Award. Mr. Crocker is besides a member of the National Association of Corporate Directors ( NACD ) .
Mr. Crocker holds a knight bachelor of Arts from Harvard University .
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain advanced statements within the mean of the federal securities laws. advanced statements relate to expectations, beliefs, projections, future plans and strategies, predict events or trends and exchangeable expressions concerning matters that are not historical facts. In some cases, you can identify advanced statements by the practice of advanced terminology such as “ may, ” “ will, ” “ should, ” “ expects, ” “ intends, ” “ plans, ” “ anticipates, ” “ believes, ” “ estimates, ” “ predicts, ” or “ potential ” or the negative of these words and phrases or exchangeable words or phrases which are predictions of or argue future events or trends and which do not relate entirely to diachronic matters. advanced statements involve known and nameless risks, uncertainties, assumptions and contingencies, many of which are beyond our master, and may cause actual results to differ significantly from those expressed in any advanced affirmation. Among others, the adopt 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 seasonably basis or otherwise, the necessitate approvals by NSAM, Colony and NRF stockholders, governmental or regulative agencies and third parties ; the risk that a condition to close of the amalgamation may not be satisfied ; each caller ’ mho ability to consummate the fusion ; engage costs and clientele break may be greater than expected ; the ability of each company to retain its elder executives and maintain relationships with business partners pending consummation of the fusion ; the ability to realize significant efficiencies and synergies adenine well as anticipated strategic and fiscal benefits ; and the impingement of legislative, regulative and competitive changes. The waive list of factors is not exhaustive. extra information about these and early factors can be found in each company ’ s reports filed from time to time with the Securities and Exchange Commission ( the “ SEC ” ), including each company ’ s most recently filed quarterly Report on Form 10-Q. There can be no assurance that the fusion will in fact be consummated .
We caution investors not to unduly trust on any advanced statements. The advanced statements speak merely as of the date of this communication. none of NSAM, Colony or NRF is under any duty to update any of these advanced statements after the date of this communication, nor to conform prior statements to actual results or revised expectations, and none of NSAM, Colony or NRF intends to do so .
Additional Information and Where to Find It
In connection with the proposed transaction, Colony NorthStar, a Maryland subsidiary company of NSAM that will be the surviving rear company of the combined company, filed with the SEC a registration statement on Form S-4 ( File No. : 333-212739 ) that includes a joint proxy statement of NSAM, Colony and NRF and that besides constitutes a prospectus of Colony NorthStar. The registration statement has not so far become effective. Each of NSAM, Colony, NRF and Colony NorthStar may besides file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any early text file which NSAM, Colony, NRF or Colony NorthStar may file with the SEC. INVESTORS AND SECURITY HOLDERS OF NSAM, COLONY AND NRF ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 INITIALLY FILED BY COLONY NORTHSTAR ON JULY 29, 2016, AS AMENDED FROM TIME TO TIME, THAT INCLUDES A joint PROXY STATEMENT/PROSPECTUS FROM EACH OF NSAM, COLONY AND NRF, THE CURRENT REPORTS ON FORM 8-K FILED BY EACH OF NSAM, COLONY AND NRF ON JUNE 3, 2016, JUNE 7, 2016, JUNE 8, 2016 AND JULY 29, 2016 IN CONNECTION WITH THE MERGER AGREEMENT, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security system holders may obtain dislodge copies of the registration statement and the joint proxy statement/prospectus and other documents filed with the SEC by NSAM, Colony, NRF and Colony NorthStar ( when available ) through the network web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of NSAM, Colony or NRF at the follow :
NorthStar Asset Management Group Inc .
Megan Gavigan / Emily Deissler / Hayley Cook
Sard Verbinnen & Co .
( 212 ) 687-8080
Colony Capital, Inc .
Owen Blicksilver PR, Inc .
( 516 ) 742-5950
Addo Communications, Inc .
( 310 ) 829-5400
lasseg @ addocommunications.com
NorthStar Realty Finance Corp .
( 212 ) 827-3772
Participants in the Solicitation
Each of NSAM, Colony and NRF and their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from their respective shareholders in connection with the proposed transaction. information regarding NSAM ’ sulfur directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in NSAM ’ s Annual Report on Form 10-K for the year ended December 31, 2015, as amended by its Form 10-K/A filed with the SEC on April 29, 2016 and Current Reports on Form 8-K filed by NSAM with the SEC on June 3, 2016, June 7, 2016, June 8, 2016 and July 29, 2016 in joining with the proposed transaction. information regarding Colony ’ s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Colony ’ s Annual Report on Form 10-K for the year ended December 31, 2015, its annual proxy statement filed with the SEC on March 31, 2016 and Current Reports on Form 8-K filed by colony with the SEC on June 3, 2016, June 7, 2016, June 8, 2016 and July 29, 2016 in connection with the proposed transaction. information regarding NRF ’ s directors and administrator officers, including a description of their aim interests, by security holdings or otherwise, is contained in NRF ’ s Annual Report on Form 10-K for the year ended December 31, 2015, as amended by its Form 10-K/A filed with the SEC on April 28, 2016 and Current Reports on Form 8-K filed by NRF with the SEC on June 3, 2016, June 7, 2016, June 8, 2016 and July 29, 2016 in connection with the proposed transaction. A more dispatch description is available in the registration statement on Form S-4 and the joint proxy statement/prospectus initially filed by Colony NorthStar with the SEC on July 29, 2016, as amended from time to time. You may obtain complimentary copies of these documents as described in the precede paragraph .
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such put up, solicitation or sale would be improper prior to adjustment or qualification under the securities laws of any such legal power. No offer of securities shall be made except by means of a course catalog meeting the requirements of Section 10 of the Securities Act of 1933, as amended .