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 22, 2018
COLONY NORTHSTAR CREDIT REAL ESTATE, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Maryland | | 333-221685 | | 38-4046290 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
c/o Colony NorthStar, Inc. 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 7.01. | Regulation FD Disclosure. |
As previously announced, it is currently expected that Colony NorthStar Credit Real Estate, Inc. (the “Company”) will pursue a listing (the “Listing”) of its Class A common stock (the “Common Stock”) to satisfy the condition to completion of the proposed combination that the Common Stock be approved for listing on a national securities exchange in connection with either a Listing or an initial public offering. In connection therewith, the Company has prepared a presentation with respect to the Listing. Representatives of the Company expect to use some of or all of such presentation in various conferences and meetings in the coming weeks. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form8-K.
In accordance with General Instructions B.2 and B.6 of Form8-K, the information included in this Current Report on Form8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Presentation, dated as of January 22, 2018. |
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.
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| Date: January 22, 2018 | | | | | | COLONY NORTHSTAR CREDIT REAL ESTATE, INC. |
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| | | | By: | | /s/ Ronald M. Sanders |
| | | | | | Ronald M. Sanders Vice President and Secretary |
