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): September 30, 2016
COLONY CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-34456 | 27-0419483 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
515 S. Flower St., 44th Floor Los Angeles, CA |
90071 | |
(Address of principal executive offices) | (Zip Code) |
Registrants 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 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)) |
Item 8.01 | Other Events. |
On September 30, 2016, Colony Capital, Inc. (the Company), through wholly-owned subsidiaries of its operating company, Colony Capital Operating Company, LLC, held a closing of its first open-end U.S. fund (the U.S. Industrial Fund) with total callable capital commitments of $257.5 million. Effective September 30, 2016, the U.S. Industrial Fund acquired an investment interest (at fair value) in the approximate $2 billion light industrial portfolio owned by the Company and another controlled investment partnership. The securities offered by the U.S. Industrial Fund have not been and will not be registered under the Securities Act of 1933, as amended, subject to the exemption provided by section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The securities may not be offered or sold in the U.S. absent such a registration or the availability of an exemption from the registration requirements.
Forward-Looking Statements
This report 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 the Companys control, that may cause actual events and results to differ significantly from those expressed in any forward-looking statement. Statements regarding the following subjects, among others, may be forward-looking and may impact the Companys expectations regarding its financial condition and results of operations: continued fund raising capabilities of the Company and the U.S. Industrial Fund; the financial condition and results of operations of the U.S. Industrial Fund or the Companys light industrial portfolio; the Companys and the U.S. Industrial Funds ability to acquire additional income producing assets; the value of the Companys investment in the U.S. Industrial Fund or the Companys light industrial portfolio; the Companys ability to maintain its qualification as a REIT for U.S. federal income tax purposes; the Companys ability to maintain its exemption from registration under the Investment Company Act of 1940; and market trends in the Companys industry and specifically in the Companys light industrial portfolio, interest rates, real estate values, the debt securities markets or the general economy.
All forward-looking statements reflect the Companys good faith beliefs, assumptions and expectations, but they are not guarantees of future actions or performance. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the events or Companys future results to differ materially from any forward-looking statements, see the section entitled Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission (SEC) on February 29, 2016, as amended by Amendment No. 1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 29, 2016, the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed with the SEC on May 10, 2016, the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the SEC on August 9, 2016 and other risks described in documents subsequently filed by the Company from time to time in the future with the SEC.
- 2 -
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: October 5, 2016 | COLONY CAPITAL, INC. | |||||
By: /s/ Darren J. Tangen | ||||||
Darren J. Tangen | ||||||
Chief Financial Officer and Treasurer |
- 3 -