SecProbe.io

Mail Stop 3233

August 2 9, 2016

Via E -mail
Ronald J.  Lieberman , Esq.
NorthStar Asset Management Group Inc.
Colony NorthStar, Inc.
Executive Vice President, General Counsel and Secretary
399 Park Avenue, 18th Floor
New York, New York 10004

Re: Colony NorthStar, Inc.
Registration Statement on Form S-4
Filed July 29, 2016
  File No. 333 -212739

Dear Mr. Lieberman :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that you are a newly formed entity but have checked the “Large Accelerated
Filer” box on the cover page of the registration statement.  Please provide us your
analysis as to h ow you meet the criteria of a “Larger Accelerated Filer” under Rule 12b -2
of the Exchange Act.

Ronald J.  Lieberman , Esq.
Colony NorthStar, Inc.
August 2 9, 2016
Page 2

2. Please note that you must resolve all outstanding comments issued in connection with our
review of the Form 10 -K for the fiscal year ended December 31, 2015 and the Form 10 -Q
for the fiscal quarter ended March 31, 2016 filed by NorthStar Asset Management Group.
We will act upon any request for acceleration of the effective date of the Form S -4 and,
pursuant to delegated authority, grant acceleration of the eff ective date only after you
have complied with our outstanding comments.

3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

4. In an appropriate section, please disclose how your intended combined business will
comply, or be exempt from, th e Investment Company Act of 1940.

5. We note that NRF shareholders are expected to own the largest percentage of securities
following consummation of the transaction s.  Please tell us how you determined that the
material differences between the NRF and Col ony NorthStar organizational documents
do not need to be presented as separate matters per 14a -4(a)(3) on all three proxy cards.
See our Compliance and Disclosure Interpretation 201.02 regarding u nbundling under
Rule 14a -4(a)(3).

The Mergers, page 102

Background of the Mergers, page 102

6. Please provide disclosure with respect to the background of the merger from Colony’s
perspective.  For example, you disclose that on January  14, 2016, Mr.  Hamamoto met
with Thomas J. Barrack, Jr. for a general discussio n on the NSAM process.  Please revise
to explain the reasons for this meeting from Colony’s perspective and what, if any, other
alternative s Colony considered.

Certain Unaudited Prospective Financial Information of NSAM, page 168

7. We note your disclosure  that you do not intend to update the Standalone Projections.
Please revise your disclosure to clarify that you will update the projections to the extent
required by law.  Please make similar revisions to your disclosure relating to Colony
Capital, Inc. ( “CC”) and NorthStar Realty Finance (“NRF”).

8. In addition, we note that the projections include non -GAAP financial measures.  Please
provide reconciliation s to the most directly comparable GAAP measure s or tell us why
you believe reconciliation s are not required.

Ronald J.  Lieberman , Esq.
Colony NorthStar, Inc.
August 2 9, 2016
Page 3

U.S. Federal Income Tax Consequences, page 222

Tax Consequences of the Mergers Generally , page 223

9. Please clarify that you will file the tax opinion(s) of counsel(s) prior to effectiveness and
that the opinion(s) will address both the t ax consequences of the merger and your REIT
qualification. Additionally, please clearly indicate who will provide the opinion(s).

Accounting Treatment of the Mergers, page 219

10. We note that the Mergers will be accounted for as an integrated business combination
transaction by NSAM in accordance with ASC 805.  Please explain to us in greater detail
how you identified NSAM as the accounting acquirer, specifically addressing how you
considered each of the criteria outlined within ASC 805 -10-55-10 to 15.

Post-Closing Share Repurchase Program and Planned Deleverage Transactions, page 300

11. We note that subj ect to board approval you intend to initiate a share repurchase program
following the closing of the Mergers.  Please revise your filing to disclose the  anticipated
amount of shares  you will be  authorized to repurchase and the duration of the program.

Unaudited Pro Forma condensed Consolidated Financial Statements, page 304

12. It appears on the face of your pro forma financial statements, and throughout the footnote
disclosures, you describe several adjustments on a net basis.  Please revise your
disclosure, either on the face of the financial statements, or in the notes there to, to present
the gross amount of each material adjustment.

Notes to the Colony NorthStar Unaudited Pro Forma Condensed Consolidated Financial
Statements

Note 3. Pro Forma Merger Consideration, page 310

13. Please clarify for us how you determined the mer ger consideration should be valued
based on the price per share of NSAM common stock.  Please cite any relevant
accounting literature in your response.

14. Based on your disclosure on page 30 it appears that a portion of the outstanding NSRF
equity awards may  be converted to Colony NorthStar equity awards upon closing of the
merger.  Please explain to us how you considered whether any of these awards should be
included in the amount of consideration transferred to effect the transaction.

Ronald J.  Lieberman , Esq.
Colony NorthStar, Inc.
August 2 9, 2016
Page 4

 Note 4. Adjustments t o the Unaudited Pro Forma Condensed Consolidated Balance Sheet

A. NRF Sales Initiatives , page 313

15. We note your disclosure in note 1 that “NRF is required to use reasonable best efforts to
continue ce rtain agreed sales initiatives.”   We further note yo ur disclosure in note 4B that
should the NRF Sales Initiatives not be completed by the closing of the M ergers, Colony
will draw on  bridge financing or its line of credit to fund the paydown of certain
NorthStar corporate borrowings.  Given the apparent unc ertainty surrounding the NRF
Sales Initiatives, please explain to us how you determined the transactions were probable.

16. Please revise your disclosure to include tabular presentation of the major classes of long -
lived assets classified as held for sa le related to your total NRF Sales Initiatives or
explain to us why such disclosure is not necessary .

C. Fair Value Adjustments

Note (1)(v) Intangible assets of Colony, page 319

17. Please revise your footnote disclosure to include tabular disclosure of the  major classes of
intangible assets and liabilities subsequent to the merger.  In addition, please clarify for
us why this footnote does not include intangible assets NSRF.  Finally, please tell us
whether you have considered the need to record any above o r below market lease
intangibles as a result of the merger transactions and the basis for your conclusions.

Note 5. Adjustments to the Unaudited Pro Forma Condensed Consolidated Statements of
Operations

E. Merger Adjustments

Note (1)(v), page 324

18. Pleas e provide us with a more detailed explanation of the nature of this adjustment.  In
your response please tell us how you determined the adjustment was probable, factually
supportable and had a continuing impact on the entity.

F. Fair Value Adjustment, pag e 325

19. We note your disclosure in note 7 that the fair value of Colony’s above and below -market
leases approximates carrying value.  Please explain to us in greater detail how you
arrived at that conclusion.

Ronald J.  Lieberman , Esq.
Colony NorthStar, Inc.
August 2 9, 2016
Page 5

 Exhibits

20. Please ensure that you file all mat erial agreements in accordance with Item 601(b)(10) of
Regulation S -K, including, but not limited to, the commitment letters from your intended
executive officers forfeiting their rights to shares. If a required exhibit is located in
another location in th e document, please include it in the exhibit list and clarify where it
is located.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or th e staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any  proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date  of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offe ring of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Ronald J.  Lieberman , Esq.
Colony NorthStar, Inc.
August 2 9, 2016
Page 6

 You may contact Jeffrey Lewis  at (202)551 -6216  or Robert Telewicz , Accounting
Branch Chief,  at (202)551 -3438 if you have questions regarding comments on the financial
statements and related matters.  Please contact Stacie Gorman  at (202)551 -3585 or me at
(202)551 -3655 with any other questions.

Sincerely,

 /s/ Sonia Gupta Barros

Sonia Gupta Barros
Assistant Director
Office of Real Estate and
Commodities

cc: Stephen Salley, Esq. ( via e -mail)