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COLONY CAPITAL, INC. (Exact Name of Registrant As Specified in Its Charter)

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COLONY CAPITAL, INC. (Exact Name of Registrant As Specified in Its Charter) 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): June 5, 2021 COLONY CAPITAL, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-37980 46-4591526 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 750 Park of Commerce Drive, Suite 210 Boca Raton, Florida 33487 (Address of Principal Executive Offices, Including Zip Code) (561) 544-7475 Registrant’s telephone number, including area code: N/A (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)) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Title of Class Trading Symbol(s) Registered Class A Common Stock, $0.01 par value CLNY New York Stock Exchange Preferred Stock, 7.50% Series G Cumulative Redeemable, $0.01 par value CLNY.PRG New York Stock Exchange Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par value CLNY.PRH New York Stock Exchange Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value CLNY.PRI New York Stock Exchange Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value CLNY.PRJ New York Stock Exchange 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 Rule 12b-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. Share Purchase Agreement On June 5, 2021, Colony Capital, Inc., a Maryland corporation (the "Company"), through Colony Capital Operating Company, LLC and certain other of its subsidiaries (the "Sellers"), entered into a Purchase Agreement (the "Agreement") with Fortress Investment Group LLC through its affiliate, CF Troy Holdings, LLC (the "Buyer") under which the Buyer has agreed to buy the bulk of the Company's OED portfolio of real estate assets for an aggregate purchase price of approximately $535,000,000 (the “Purchase Price”) subject to customary adjustments (the "OED Portfolio Sale") and such sale being subject to the terms and conditions of the Agreement (the "Acquisition"). The Purchase Price will also be adjusted if consents with respect to certain assets cannot be obtained. Pursuant to the Agreement, and subject to the terms and conditions contained therein, at the closing of the Acquisition, the Buyer will acquire, directly or indirectly through its subsidiaries, those interests in the specific Company's portfolio assets, and certain general partner and management rights relating to those portfolio assets. The parties’ obligations to consummate the Acquisition are subject to customary closing conditions, including regulatory approvals, filings and third-party consents (including Colony fund level consents). There is no financing condition to closing the Acquisition. The parties to the Agreement have each made customary representations and warranties and covenants in the Agreement. Each of the Sellers and the Buyer may terminate the Agreement if (i) the parties agree by mutual written consent to terminate the Agreement, (ii) any governmental entity having competent jurisdiction has issued a final, non-appealable order, decree, ruling or injunction (other than a temporary restraining order) or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Agreement, (iii) the closing has not occurred on or prior to December 31, 2021 (subject to extension to March 31, 2022 if the parties are still in good faith pursuing outstanding required consents listed in the Agreement), (iv) the other party has breached its representations and warranties or covenants, subject to customary materiality qualifications and abilities to cure and (v) the allocable amount attributable to certain interests excluded from the transaction at the Sellers’ option is greater than 35% of the Purchase Price. Upon valid termination of the Agreement, within three business days after such termination, the parties will cause the escrow agent to return to Buyer in cash by wire transfer of immediately available funds an amount equal to $40,000,000 (such amount, as may be modified pursuant to the terms of the escrow agreement, the "Escrow Amount"). In the Event the Agreement is terminated by the Sellers as a result of breach of the Buyer's representations and warranties and covenants, within three business days after such termination, the parties will cause the escrow agent to pay to the Sellers in cash by wire transfer of immediately available funds an amount equal to the Escrow Amount. The Company expects to close the OED Portfolio Sale in the fourth quarter of 2021; however, there is no assurance that the transaction will close in the timeframe contemplated or on the terms anticipated, if at all. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Purchase Agreement, dated June 5, 2021, between Colony Capital Operating Company, LLC and CF Troy Holdings LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: June 10, 2021 COLONY CAPITAL, INC. By: /s/ Jacky Wu Jacky Wu Executive Vice President and Chief Financial Officer Exhibit 10.1 DATED AS OF JUNE 5, 2021 CF TROY HOLDINGS LLC COLONY CAPITAL OPERATING COMPANY, LLC EXISTING GPS (AS DEFINED HEREIN) AND EXISTING MANAGERS (AS DEFINED HEREIN) PURCHASE AGREEMENT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1. Certain Definitions 1 Section 1.2. Other Definitional and Interpretative Provisions 24 ARTICLE II PURCHASE AND SALE 25 Section 2.1. Purchase and Sale 25 Section 2.2. Purchase Price 26 Section 2.3. Pre-Closing Deliveries 26 Section 2.4. Closing Cash Consideration Allocation 26 Section 2.5. Adjustment Procedure 26 Section 2.6. Closing Cash Consideration Adjustment 28 Section 2.7. Withholding Rights 28 ARTICLE III CLOSING 29 Section 3.1. Closing 29 Section 3.2. Payments and Deliveries at Closing 29 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS 32 Section 4.1. Formation; Existence 32 Section 4.2. Power and Authority 32 Section 4.3. No Conflict 33 Section 4.4. Title to Transferred Equity Interests 34 Section 4.5. Capitalization 34 Section 4.6. Agreements and Commitments 35 Section 4.7. List of Interests Distributions, Commitments, etc. 36 Section 4.8. Certain Conduct 37 Section 4.9. Source of Funds 37 Section 4.10. Litigation 38 Section 4.11. Brokers’ Fees 38 Section 4.12. Seller Acknowledgement 38 Section 4.13. Tax Representations 39 Section 4.14. Labor and Employment Matters 42 Section 4.15. Employee Benefit Plans 44 Section 4.16. Compliance with Law 45 - i - Section 4.17. Transactions with Affiliate 46 Section 4.18. Connected Parties 46 Section 4.19. Disclaimer of Additional Representations or Warranties of Sellers 46 ARTICLE V REPRESENTATIONS AND WARRANTIES RELATING TO THE COLONY FUND ENTITIES 47 Section 5.1. Formation; Existence 47 Section 5.2. Power and Authority 48 Section 5.3. No Conflict 48 Section 5.4. Title to GP Interests 49 Section 5.5. Capitalization 50 Section 5.6. Financial Statements 50 Section 5.7. Absence of Undisclosed Liabilities 52 Section 5.8. Absence of Certain Changes or Events 52 Section 5.9. Solvency. 52 Section 5.10. Books and Records 52 Section 5.11. Litigation 52 Section 5.12. Real Property 53 Section 5.13. Permits 55 Section 5.14. Intellectual Property 56 Section 5.15. Title to Assets 56 Section 5.16. Limited Partners 57 Section 5.17. Insurance 57 Section 5.18. Material Contracts 57 Section 5.19. Regulatory. 60 Section 5.20. Loans 62 Section 5.21. Compliance with Law and Fund Governance Documents 64 Section 5.22. Colony Fund Entities Acknowledgment 66 Section 5.23. Brokers’ Fees 66 Section 5.24. Tax Representations 66 Section 5 25 Environmental Compliance 68 Section 5.25. Environmental Compliance 68 Section 5.26. Disclaimer of Additional Representations or Warranties of the Colony Fund Entities 68 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER 69 Section 6.1. Formation; Existence 69 Section 6.2. Power and Authority 69 Section 6.3. No Conflict 70 Section 6.4. Source of Funds 70 Section 6.5. Litigation 71 - ii - Section 6.6. Permits 71 Section 6.7. Brokers’ Fees 71 Section 6.8.
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