NEW YORK and LOS ANGELES (January 19, 2018) – Colony NorthStar Credit Real Estate, Inc. (“Colony NorthStar Credit”), NorthStar Real Estate Income Trust, Inc., a public, non-traded REIT (“NorthStar I”), and NorthStar Real Estate Income II, Inc., a public, non-traded REIT (“NorthStar II”), today announced that at special meetings held on January 18, 2018, NorthStar I and NorthStar II stockholders approved the merger of NorthStar I and NorthStar II, respectively, with and into Colony NorthStar Credit in a stock-for-stock transaction, with Colony NorthStar Credit surviving each merger (the “NorthStar I Merger” and the “NorthStar II Merger,” respectively, and, collectively, the “Mergers”), and the other proposals presented at the special meetings in connection with the previously announced combination of a select portfolio of assets and liabilities of Colony NorthStar, Inc. (“Colony NorthStar”) with substantially all of the assets and liabilities of NorthStar I and all of the assets and liabilities of NorthStar II (the “Combination”) pursuant to the tri-party agreement, dated as of August 25, 2017 and amended and restated on November 20, 2017. The Combination will create a leading commercial real estate credit REIT with approximately $5.1 billion in assets and $3.3 billion in equity value.
At the special meeting of NorthStar I stockholders, approximately 94% of the votes cast were voted in favor of the proposal in connection with the NorthStar I Merger.
Stockholders of record as of the close of business on November 28, 2017 are entitled to notice of and to vote at their respective special meeting of stockholders.
At the special meeting of NorthStar II stockholders, approximately 93% of the votes cast were voted in favor of the proposal in connection with the NorthStar II Merger.
The Combination is currently expected to close on or about January 31, 2018, subject to the satisfaction or waiver of all closing conditions relating to the Combination. As a result of the Mergers, among other things, each outstanding share of NorthStar I common stock will be converted into the right to receive 0.3532 shares of Colony NorthStar Credit Class A common stock (the “Common Stock”) and each outstanding share of NorthStar II Class A and Class T common stock will be converted into the right to receive 0.3511 shares of Common Stock. No fractional shares will be issued in connection with the Mergers and the applicable NorthStar I and NorthStar II stockholders will receive cash in lieu of fractional shares. It is currently expected that Colony NorthStar Credit will pursue a listing, rather than an initial public offering, to satisfy the condition to completion of the Combination that the Common Stock be approved for listing on a national securities exchange in connection with either an initial public offering or a listing. Subject to approval for listing from the New York Stock Exchange (the “NYSE”), it is expected that the Common Stock will be listed on the NYSE under the ticker symbol “CLNC” and will begin trading on or about February 1, 2018.
About Colony NorthStar Credit Real Estate, Inc.
Colony NorthStar Credit is a newly organized Maryland corporation focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of commercial real estate senior mortgage loans, mezzanine loans, preferred equity, debt securities and net leased properties predominantly in the United States. Colony NorthStar Credit will be externally managed and advised by a subsidiary of Colony NorthStar, Inc. (NYSE: CLNS), a leading global real estate and investment management firm.
About NorthStar Real Estate Income Trust, Inc.
NorthStar I is a public, non-traded REIT sponsored by Colony NorthStar. NorthStar I was formed to originate, acquire and asset manage a diversified portfolio of commercial real estate debt, select equity and securities investments predominantly in the United States.
About NorthStar Real Estate Income II, Inc.
NorthStar II is a public, non-traded REIT sponsored by Colony NorthStar. NorthStar II was formed to originate, acquire and asset manage a diversified portfolio of commercial real estate debt, select equity and securities investments predominantly in the United States.