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Colony Northstar 2016 Annual Report

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Colony Northstar 2016 Annual Report 2016 Annual Report To Our Stockholders Dear Fellow Stockholders, 2016 was a transformative year for Colony Capital, NorthStar Asset Management Group, and NorthStar Realty Finance, as all three companies’ shareholders overwhelmingly supported the tri-party merger to create Colony NorthStar, Inc., which closed on January 10, 2017. &RORQ\1RUWK6WDULVDZRUOGFODVVGLYHUVL¿HGHTXLW\5(,7ZLWKDQHPEHGGHGJOREDOLQYHVWPHQWPDQDJHPHQW EXVLQHVV2XUQHZIRRWSULQWLQFOXGHV • ELOOLRQFRQVROLGDWHGEDODQFHVKHHW • ELOOLRQHTXLW\PDUNHWFDSLWDOL]DWLRQOLVWHGRQWKH1HZ<RUN6WRFN([FKDQJHDQG06&,865(,7,QGH[ (the “RMZ”) constituent • ELOOLRQRIDVVHWVXQGHUPDQDJHPHQW • 2YHUHPSOR\HHVDFURVVRI¿FHV :HDUHWKULOOHGWRKDYHFRPSOHWHGWKLVWUDQVIRUPDWLRQDOWULSDUW\PHUJHUDQGFRXOGQRWEHPRUHH[FLWHGDERXW RXUIXWXUHSURVSHFWV:HKDYHDFRORVVDORSSRUWXQLW\EHIRUHXVDQGDUHRQO\EHJLQQLQJWRHQMR\WKHEHQH¿WVRI VLJQL¿FDQWO\HQKDQFHGVFDOHDQGPDUNHWSUHVHQFH7RWKDWHQGZHORRNIRUZDUGWRH[HFXWLQJRQWKHIROORZLQJ SULRULWLHVLQ • (YDOXDWHDQGFXUDWHWKHQHZO\FRPELQHGEXVLQHVVOLQHVDQGYHUWLFDOVWRRQO\WKRVHWKDWUHSUHVHQWWKHEHVW ULVNZHLJKWHGFXUUHQWLQFRPHDQGIXWXUHDSSUHFLDWLRQSRWHQWLDOZLWKGXUDEOHORQJGDWHGUHYHQXHVWUHDPV • Complete our goal of targeted cost synergies of the recently completed mergers (to date we have achieved DSSUR[LPDWHO\RIRXUPLOOLRQWDUJHW • 2QDVHOHFWLYHEDVLVKDUYHVWUHVLGXDOJDLQVDQGOLTXLGLW\IURPWKHVDOHRIFHUWDLQQRQVWUDWHJLFDVVHWVDQG EXVLQHVVOLQHVWKDWQRORQJHU¿WZLWKRXUJRIRUZDUGEXVLQHVVSODQRUWKDWPD\EHEHWWHUPDQDJHGLQDQ alternate structure, or in which we may no longer have an appropriate competitive advantage. • 7KRXJKWIXOO\H[WHQGWKHGXUDWLRQRIH[LVWLQJGHEWDQGUHGXFHRYHUDOOLQWHUHVWUDWHFRVWDFURVVDVVHWVDQG EXVLQHVVOLQHV • %XLOGDQGJURZRXULQYHVWPHQWPDQDJHPHQWEXVLQHVVWKURXJKWKHMXGLFLRXVXVHRIRXUVWURQJEDODQFHVKHHW WRFRLQYHVWDORQJVLGHDSOHWKRUDRIDYDLODEOHWKLUGSDUW\SULYDWHFDSLWDO • &RQFHQWUDWHRQRQO\WKRVHEXVLQHVVHVLQZKLFKZHFDQDGGYDOXHRUKDYHDGLVWLQFWLYHFRPSHWLWLYHHGJH DQGVWHZDUGWKHPLQWKHDSSURSULDWHSXEOLFRUSULYDWHFDSLWDOPDUNHWV Colony and NorthStar’s deal and platform creation track record is a good precursor of things to come from this PHUJHU6LQFHLWVLQLWLDOSXEOLFRIIHULQJLQ6HSWHPEHU&RORQ\)LQDQFLDOFRPSOHWHGPRUHWKDQGHDOV DJJUHJDWLQJPRUHWKDQELOOLRQRIFDSLWDOGHSOR\PHQW RQDFRQVROLGDWHGEDVLV ,QWXUQDSSUR[LPDWHO\ RIWKDWGHSOR\PHQWKDVEHHQIXOO\UHDOL]HGJHQHUDWLQJDZHLJKWHGDYHUDJHUHWXUQRIDSSUR[LPDWHO\RQDQ LQWHUQDOUDWHRIUHWXUQEDVLV)URPWKH&RORQ\VLGHRXUSODWIRUPLQFXEDWLRQWUDFNUHFRUGLVDOVRKLJKOLJKWHGE\ WKHVXFFHVVIXOPDWXUDWLRQRIWZRSODWIRUPVWKDWZHFUHDWHGVLQFHEHLQJSXEOLF±&RORQ\,QGXVWULDODQG&RORQ\ 6WDUZRRG+RPHV±ERWKRIZKLFKVHUYHDVVDOLHQWH[DPSOHVRIDSRUWLRQRIRXUJRIRUZDUGVWUDWHJ\ 7KHVWRU\RI&RORQ\,QGXVWULDOEHJDQZLWKRXUDFTXLVLWLRQRI&REDOW,QGXVWULDODSRUWIROLRRIKLJKTXDOLW\ OLJKWLQGXVWULDODVVHWVSDLUHGZLWKD¿UVWFODVVPDQDJHPHQWWHDP:HKDYHJURZQWKLVLQWRDQDOLJQHGRSHQ end fund structure that recently completed its inaugural third-party capital raise. Colony Industrial has greatly H[FHHGHGRXUH[SHFWDWLRQV,QFRQWUDVW&RORQ\$PHULFDQ+RPHVEHJDQDVDVHULHVRIVLQJOHDVVHWDQGSRUWIROLR DFTXLVLWLRQVRISUHYLRXVO\IRUHFORVHGVLQJOHIDPLO\KRPHV:HEXLOWIURPVFUDWFKD¿UVWFODVVPDQDJHPHQWWHDP WR VWHZDUG WKH DFTXLVLWLRQ UHKDELOLWDWLRQ DQG OHDVLQJ RI WKHVH DVVHWV 8OWLPDWHO\ &RORQ\$PHULFDQ +RPHV PRUSKHGLQWRDSXEOLFFRPSDQ\LQWKURXJKDPHUJHUZLWK6WDUZRRG:D\SRLQW5HVLGHQWLDO7UXVWWKHUHE\ HVWDEOLVKLQJDEHVWLQFODVVSXEOLFVLQJOHIDPLO\UHQWDOFRQGXLWZKLFKWUDGHVRQWKH1HZ<RUN6WRFN([FKDQJH XQGHUWKHQDPH&RORQ\6WDUZRRG+RPHV 1<6(6)5 6LPLODUO\DQLQYHVWPHQWLQ1RUWK6WDU¶VLQLWLDOSXEOLFRIIHULQJGHOLYHUHGDFRPSRXQGHGDQQXDOUHWXUQ WRVKDUHKROGHUVWKURXJKWKHFORVLQJRIRXUPHUJHUFRPSDUHGWRDQGIURPWKH6 3DQGWKH50= UHVSHFWLYHO\7KLVWUDFNUHFRUGLVDOVRH[HPSOL¿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¿UVWTXDUWHUUHSUHVHQWLQJDQDQQXDOUXQUDWHRI SHUVKDUH)XUWKHUPRUHDQWLFLSDWHGFRUH))2LQLVZLWKLQDUDQJHRI±SHUVKDUHIRUDIXOO\HDU 7KXVRXUGLYLGHQGSD\RXWUDWLRLVH[SHFWHGWREHZLWKLQDUDQJHRI±DQGLVZHOOFRYHUHG 2XU FRPSHWLWLYH DGYDQWDJH LV RXU VHDVRQHG DQG WHVWHG WHDP RXU EDODQFH VKHHW RXU JOREDO LQYHVWPHQW PDQDJHPHQWSODWIRUPDQGEUDQGRXUÀH[LELOLW\LQPDQHXYHULQJEHWZHHQSXEOLFDQGSULYDWHPDUNHWVDQGDSURYHQ DELOLW\ WR LPSURYH EXVLQHVVHV DQG DVVHWV WKURXJK RSHUDWLRQDO DQG ¿QDQFLDO PDQDJHPHQW WR DFKLHYH WKH EHVW FRPELQDWLRQRIFXUUHQWLQFRPHDQGUHVLGXDOJDLQV2XUSULPDU\REMHFWLYHLVWRSURGXFHORQJWHUPUHFXUULQJFDVK ÀRZDQGDSSUHFLDWLRQWRRXUVKDUHKROGHUEDVHRQDFRQVLVWHQWEDVLVLVWKH\HDURIWULPPLQJSUXQLQJDQG SODQWLQJIRUERXQWLIXOKDUYHVWVLQWKH\HDUVWRFRPH Sincerely, 7KRPDV-%DUUDFN-U 'DYLG7+DPDPRWR 5LFKDUG%6DOW]PDQ ([HFXWLYH&KDLUPDQ ([HFXWLYH9LFH&KDLUPDQ &KLHI([HFXWLYH2I¿FHU 3UHVLGHQW UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37980 COLONY NORTHSTAR, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 46-4591526 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 515 S. FLOWER STREET, 44th FLOOR LOS ANGELES, CALIFORNIA 90071 (Address of Principal Executive Offices, Including Zip Code) (310) 282 -8820 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of Each Exchange on Which Registered Class A Common Stock, $0.01 par value New York Stock Exchange Preferred Stock, 8.75% Series A Cumulative Redeemable, $0.01 par value New York Stock Exchange Preferred Stock, 8.25% Series B Cumulative Redeemable, $0.01 par value New York Stock Exchange Preferred Stock, 8.875% Series C Cumulative Redeemable, $0.01 par value New York Stock Exchange Preferred Stock, 8.50% Series D Cumulative Redeemable, $0.01 par value New York Stock Exchange Preferred Stock, 8.75% Series E Cumulative Redeemable, $0.01 par value New York Stock Exchange Preferred Stock, 8.50% Series F Cumulative Redeemable, $0.01 par value New York Stock Exchange Preferred Stock, 7.50% Series G Cumulative Redeemable, $0.01 par value New York Stock Exchange Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Annual Report on Form 10-K or any amendment to this Annual Report on Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Non-accelerated filer (Do not check if a Large accelerated filer Accelerated filer smaller reporting company) Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2016, was $1,874,391,053, which represents the market value of NorthStar Asset Management Group, Inc. prior to the merger with Colony Capital, Inc. and NorthStar Realty Finance Corp., referred to as the Mergers. As of February 27, 2017, subsequent to the Mergers, Colony NorthStar, Inc. had issued and outstanding 562,718,967 shares of Class A common stock, $0.01 par value per share and 770,040 of Class B common stock, $0.01 par value per share. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement for the registrant’s 2017 Annual Meeting of Stockholders to be filed within 120 days after the end of the registrant’s fiscal year ended December 31, 2016 are incorporated by reference into this Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14. EXPLANATORY
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