LOS ANGELES and NEW YORK CITY—Shareholders in Colony Capital Inc., NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp. have voted to approve the merger of the three companies. The combined company, Colony NorthStar Inc. will trade on the New York Stock Exchange under the CLNS symbol with a market capitalization of about $8 billion, and will have more than $58 billion in assets under management.
“This merger is the result of decades of long-line relationships by all three companies aligning into one powerful, global real-estate and real asset investment manager,” says Thomas Barrack, executive chairman of Colony. Barrack's counterpart—David Hamamoto, executive chairman of NSAM and chairman of NRF—says the “overwhelmingly favorable shareholder vote” supports the management team's view that combining these three complementary companies will result in what we believe is the best outcome for all stakeholders. We are very excited with creating such a strong partnership of already established companies and our future prospects.”
Post-merger, 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%. First announced this past June, the deal is expected to close in January 2017.
Barrack will serve as executive chairman of Colony NorthStar when the merger is completed, while Hamamoto will be executive vice chairman. Richard B. Saltzman, currently CEO of Colony, will serve in the same capacity at Colony NorthStar.
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.
LOS ANGELES and
“This merger is the result of decades of long-line relationships by all three companies aligning into one powerful, global real-estate and real asset investment manager,” says Thomas Barrack, executive chairman of Colony. Barrack's counterpart—David Hamamoto, executive chairman of NSAM and chairman of NRF—says the “overwhelmingly favorable shareholder vote” supports the management team's view that combining these three complementary companies will result in what we believe is the best outcome for all stakeholders. We are very excited with creating such a strong partnership of already established companies and our future prospects.”
Post-merger, 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%. First announced this past June, the deal is expected to close in January 2017.
Barrack will serve as executive chairman of Colony NorthStar when the merger is completed, while Hamamoto will be executive vice chairman. Richard B. Saltzman, currently CEO of Colony, will serve in the same capacity at Colony NorthStar.
In connection with the merger, NSAM is being advised by
For Colony, BofA
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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.
