UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2013
COLONY FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | | 001-34456 | | 27-0419483 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
2450 Broadway, 6th Floor Santa Monica, CA | | 90404 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (310) 282-8820
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On May 6, 2013, CFI CSFR Investor, LLC (“CFI CSFR”), a wholly owned subsidiary of Colony Financial, Inc. (the “Company”), pursuant to remaining commitments to CAH Operating Partnership, L.P. (f/k/a CSFR Operating Partnership, L.P., “CAH OP”), funded $68 million in the aggregate in cash pursuant to a capital call by the general partner of CAH OP. CAH OP is the single-family home acquisition and rentership platform managed by affiliates of the Company’s manager.
CFI CSFR initially contributed $150 million in assets to CAH OP upon its formation on July 31, 2012, substantially all of which was in the form of previously acquired single-family residential assets. Between November 5, 2012 and February 6, 2013, CFI CSFR committed and funded cash contributions of $225 million in the aggregate for an increased associate general partnership interest and related partnership units in CAH OP. Together with the $68 million invested on May 6, 2013, the follow-on investments total $293 million in the aggregate.
Including its initial contribution of $150 million in assets, CFI CSFR has committed to invest $550 million in the aggregate in CAH OP at the same cost basis as all investors in CAH OP to date (the “CAH Commitment”) and has remaining commitments of $107 million, which remaining commitments the general partner of CAH OP is authorized to call in its discretion to meet CAH OP’s capital needs. As of the date hereof, the CAH Commitment represents approximately 25% of the aggregate capital commitments made to CAH OP.
| Item 9.01 | Financial Statements and Exhibits. |
(a) (1) Financial Business of Businesses Acquired.
To the extent necessary, the Company intends to file the financial statements relating to the acquisition described in Item 2.01 above under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(b) (1) Pro Forma Financial Information.
To the extent necessary, the Company intends to file pro forma financial statements relating to the acquisition described in Item 2.01 above under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: May 6, 2013 | | | | COLONY FINANCIAL, INC. |
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| | | | By: | | /s/ Darren J. Tangen |
| | | | | | Darren J. Tangen |
| | | | | | Chief Operating Officer and Chief Financial Officer |
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