UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): January 12, 2018
COLONY NORTHSTAR, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Maryland | | 001-37980 | | 46-4591526 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
515 S. Flower Street, 44th Floor Los Angeles, CA | | 90071 |
| (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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On January 12, 2018, Colony Capital Operating Company, LLC (the “Borrower”), a Delaware limited liability company and the operating company of Colony NorthStar, Inc. (the “Company”), entered into the First Amendment (the “Amendment”) to that certain Second Amended and Restated Credit Agreement, dated as of January 10, 2017 (the “Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent, and the several lenders from time to time party thereto. The principal purpose of the Amendment is to provide the Borrower with the option, subject to certain conditions, to designate any wholly-owned subsidiary as a subsidiary borrower in a manner that permits such designated subsidiary to directly borrow funds under the Credit Agreement. No other material terms of the $1 billion revolving credit facility were changed. In connection with the Amendment, Colony Capital Investment Holdco, LLC was designated as a subsidiary borrower. The obligations of any subsidiary borrower under the Credit Agreement are guaranteed by the Borrower and all other subsidiaries that guarantee the obligation of the Borrower under the Credit Agreement. Similarly, all collateral securing the obligations of the Borrower under the Credit Agreement also secure the obligations of any designated subsidiary borrower.
The foregoing descriptions of the Amendment are qualified in its entirety by the complete text of the Amendment, which is included as Exhibit 10.1 to this Current Report on Form8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | |
Exhibit No. | | Description |
| |
| 10.1 | | First Amendment, dated as of January 12, 2018, among Colony Capital Operating Company, LLC, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. |
EXHIBIT INDEX
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.
| | | | | | |
| Date: January 19, 2018 | | | | | | COLONY NORTHSTAR, INC. |
| | | |
| | | | By: | | /s/ Ronald M. Sanders |
| | | | | | Ronald M. Sanders Executive Vice President, Chief Legal Officer and Secretary |
