Colony Capital chairman Thomas Barrack

NEW YORK CITY and LOS ANGELES—Just weeks after Colony Capital, NorthStar Realty Finance and NorthStar Asset Management entered discussions about a Colony acquisition of NSAM, which manages NRF via an affiliate, all three companies announced they will join forces. The combined company, Colony NorthStar Inc., will have $58 billion in assets under management.

The all-stock merger of equals has been approved by the special committees of NRF's and NSAM's respective boards, and by the board of Colony. NSAM shareholders will own approximately 32.85% of the combined company on a diluted basis, while Colony shareholders will own approximately 33.25% and NRF shareholders will own approximately 33.9%.

“This is an amazing combination of three highly compatible companies with complementary strategic priorities that we expect will deliver substantial value for all three sets of shareholders,” says Thomas Barrack, Colony's executive chairman. “The combined company will have both the capability and balance sheet capacity to deploy capital to establish and fortify foundational equity real estate positions through all points in the cycle, across geographies, asset types and capital structures. We also will realize substantial efficiencies and synergies by bringing our organizations together and offering a well curated menu of durable real estate business lines with broad-based capital access.”

Barrack will serve as executive chairman of Colony NorthStar's board post-merger. David Hamamoto, executive chairman of NSAM and chairman of NRF, will be executive vice chairman, while Colony president and CEO Richard Saltzman will serve as the new entity's CEO.

In connection with the merger, NSAM is being advised by Goldman Sachs and is receiving legal counsel from Sullivan & Cromwell LLP, compensation and benefits counsel from Goodwin Procter LLP and tax counsel from Skadden, Arps, Slate, Meagher & Flom LLP and Hunton & Williams LLP. NSAM's special committee is being advised by Evercore and is receiving legal counsel from Fried, Frank, Harris, Shriver & Jacobson LLP and Morris, Nichols, Arsht & Tunnell LLP.

For Colony, BofA Merrill Lynch is acting as lead financial advisor, and Barclays, Credit Suisse, Deutsche Bank, JP Morgan and Morgan Stanley are also acting as financial advisors in connection with the transaction. Willkie Farr & Gallagher LLP is acting as legal counsel to Colony, and Hogan Lovells LLP is acting as tax and Maryland counsel to Colony. Vinson & Elkins LLP is acting as legal and tax counsel to NRF.

A conference call to discuss the pending merger is scheduled for 10 a.m. EST on Friday. GlobeSt.com will provide an update on the transaction later today.

Colony Capital chairman Thomas Barrack

NEW YORK CITY and LOS ANGELES—Just weeks after Colony Capital, NorthStar Realty Finance and NorthStar Asset Management entered discussions about a Colony acquisition of NSAM, which manages NRF via an affiliate, all three companies announced they will join forces. The combined company, Colony NorthStar Inc., will have $58 billion in assets under management.

The all-stock merger of equals has been approved by the special committees of NRF's and NSAM's respective boards, and by the board of Colony. NSAM shareholders will own approximately 32.85% of the combined company on a diluted basis, while Colony shareholders will own approximately 33.25% and NRF shareholders will own approximately 33.9%.

“This is an amazing combination of three highly compatible companies with complementary strategic priorities that we expect will deliver substantial value for all three sets of shareholders,” says Thomas Barrack, Colony's executive chairman. “The combined company will have both the capability and balance sheet capacity to deploy capital to establish and fortify foundational equity real estate positions through all points in the cycle, across geographies, asset types and capital structures. We also will realize substantial efficiencies and synergies by bringing our organizations together and offering a well curated menu of durable real estate business lines with broad-based capital access.”

Barrack will serve as executive chairman of Colony NorthStar's board post-merger. David Hamamoto, executive chairman of NSAM and chairman of NRF, will be executive vice chairman, while Colony president and CEO Richard Saltzman will serve as the new entity's CEO.

In connection with the merger, NSAM is being advised by Goldman Sachs and is receiving legal counsel from Sullivan & Cromwell LLP, compensation and benefits counsel from Goodwin Procter LLP and tax counsel from Skadden, Arps, Slate, Meagher & Flom LLP and Hunton & Williams LLP. NSAM's special committee is being advised by Evercore and is receiving legal counsel from Fried, Frank, Harris, Shriver & Jacobson LLP and Morris, Nichols, Arsht & Tunnell LLP.

For Colony, BofA Merrill Lynch is acting as lead financial advisor, and Barclays, Credit Suisse, Deutsche Bank, JP Morgan and Morgan Stanley are also acting as financial advisors in connection with the transaction. Willkie Farr & Gallagher LLP is acting as legal counsel to Colony, and Hogan Lovells LLP is acting as tax and Maryland counsel to Colony. Vinson & Elkins LLP is acting as legal and tax counsel to NRF.

A conference call to discuss the pending merger is scheduled for 10 a.m. EST on Friday. GlobeSt.com will provide an update on the transaction later today.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.

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