NorthStar Asset Management, Colony Capital And NorthStar Realty In 3 Way Merger

NorthStar Asset Management Group Inc.

, Colony Capital, Inc.

and NorthStar Realty Finance Corp.

disclosed Friday that they have reached a definitive merger agreement. As a result, the three companies would be integrated in an all-stock merger of equals transaction to establish a world-class, internally-managed, diversified real estate and investment management platform. The three companies indicated that the transaction was unanimously approved by the Special Committees of NSAM and NRF, and the Board of Colony. The merged entity would be known as "Colony NorthStar, Inc." After the completion of the transaction, NSAM shareholders would have a stake of about 32.85%, Colony shareholders would have about 33.25% interest and NRF shareholders would have about 33.90% stake in the combined company on a fully diluted basis. The agreement envisaged NSAM shareholders receiving, in addition to its regular quarterly dividend, a special cash dividend equal to $128 million, representing a one-time distribution of excess NSAM taxable earnings and profits. Northstar and NRF Chairman, David Hamamoto, commented, "We are incredibly excited to merge with Colony to create a global real estate leader well positioned for long-term growth. This strategic combination is the next logical step for NSAM and NRF, creating substantial value for shareholders and transforming the companies into a world-class, internally-managed equity REIT that includes a sizable, established institutional and retail asset management platform. We are confident that Colony NorthStar with its lower leverage, larger balance sheet and improved liquidity profile is poised for meaningful multiple expansion and substantially enhanced long-term returns for shareholders." Similarly, Colony Chairman, Thomas Barrack, Jr., stated, "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. 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." After the transaction is completed, Thomas Barrack Jr. would be the Executive Chairman of Colony NorthStar while David Hamamoto would be Executive Vice Chairman and Richard Saltzman as the CEO. The three companies said that there would be significant cost savings due to the merger. They have pointed out that about $115 million in total annual cost synergies, consisting of approximately $80 million of cash savings and approximately $35 million of stock based compensation savings, expected to be realized after the closure of the transaction. On Thursday, NSAM closed with a gain of 1.07 percent while CLNY and NRF shed 0.33 percent and 0.19 percent respectively.