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Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2020



(Exact Name of Registrant as Specified in Its Charter)







(State or Other Jurisdiction of

Incorporation or Organization)



File Number)


(I.R.S. Employer

Identification No.)

515 South 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:


(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:

Title of Class





Name of Each Exchange

on Which Registered

Class A Common Stock, $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

Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value




New York Stock Exchange

Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value




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 8.01 Other Events.

Exchangeable Senior Notes due 2025

On July 15, 2020, Colony Capital Operating Company, LLC (the “Issuer”), the operating subsidiary through which Colony Capital, Inc. (the “Company”) conducts all of its activities and holds substantially all of its assets and liabilities, commenced an offering (the “Offering”) pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of $200 million in aggregate principal amount of exchangeable senior notes due 2025 (the “Notes”). The Notes will be exchangeable for shares of the Company’s Class A common stock, $0.01 par value per share. On July 15, 2020, the Company and the Issuer issued a press release pursuant to Rule 135c under the Securities Act regarding commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.







Press release, dated July 15, 2020.




Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: July 15, 2020









/s/ Jacky Wu




Jacky Wu




Chief Financial Officer and Treasurer


Exhibit 99.1

Colony Capital Announces Proposed Private Offering of

$200 Million of Exchangeable Senior Notes

LOS ANGELES — (BUSINESS WIRE) — July 15, 2020 – Colony Capital, Inc. (“Colony Capital” or the “Company”) (NYSE: CLNY) announced today that its operating subsidiary, Colony Capital Operating Company, LLC (the “Operating Company”), launched an offering (the “Offering”), subject to market conditions and other factors, of $200 million aggregate principal amount of exchangeable senior notes due 2025 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Operating Company also intends to grant the initial purchasers of the notes an option to purchase up to an additional $30 million aggregate principal amount of notes.

The notes will be the Operating Company’s senior unsecured obligations and will accrue interest payable semiannually in arrears. The notes will be exchangeable at the option of the holders at any time into shares of Colony Capital Class A common stock, $0.01 par value per share (“Colony Capital Class A common stock”), unless the notes have been previously repurchased or redeemed by the Operating Company. The interest rate, exchange rate and other terms of the notes will be determined at the time of pricing of the Offering.

The Operating Company intends to use the net proceeds from the Offering either to repurchase a portion of the Company’s 3.875% Convertible Senior Notes due 2021 (the “2021 Notes”) prior to maturity or to repay the 2021 Notes at maturity, and if any net proceeds remain, for general corporate purposes.

Neither the notes nor the shares of Colony Capital Class A common stock issuable upon exchange of the notes have been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. Accordingly, the notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act).

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the notes in any jurisdiction in which the offer, solicitation or sale of the notes would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About Colony Capital

Colony Capital, Inc. (NYSE: CLNY) is a leading global investment firm with a heritage of identifying and capitalizing on key secular trends in real estate. The company manages a $50 billion portfolio of real assets on behalf of its shareholders and limited partners, including over $20 billion in digital real estate investments through Digital Colony, its digital infrastructure platform. Colony Capital, structured as a REIT, is headquartered in Los Angeles with key offices in Boca Raton, New York, and London, and has over 350 employees across 20 locations in 12 countries.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, the closing of the Offering and expected use of proceeds, Colony Capital’s ability to successfully transition to a digital focused strategy and achieve the anticipated benefits of such transition, Colony Capital’s ability to continue to capitalize on the powerful secular tailwinds driving investment in digital infrastructure globally, the Company’s management team and the ability to continue to build a successful track record, the impact of COVID-19 on the U.S. and global economy, including the duration and extent of the impact of COVID-19 on the operating performance of Colony Capital’s real estate businesses and investments, Colony Capital’s ability to de-lever, Colony Capital’s liquidity and financial flexibility, Colony Capital’s ability to complete its rotation to digital within the timeframe anticipated or at all, and other risks and uncertainties, including those detailed in Colony Capital’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and its other reports filed from time to time with the Securities and Exchange Commission. Colony Capital and the Operating Company caution investors not to unduly rely on any forward-looking statements.

The forward-looking statements speak only as of the date of this press release. Colony Capital is under no duty to update any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and Colony Capital does not intend to do so.

Investor Contact:

Severin White

Managing Director, Head of Public Investor Relations

(212) 547-2777