SEC Comment Letter for DigitalBridge Group, (DBRG) — Nov 14, 2016
DigitalBridge Group, Inc.
Date: Nov. 14, 2016 · CIK: 0001679688 · Accession: 0000000000-16-100757
AI Filing Summary & Sentiment
Letter
Mail Stop 3233 November 10 , 2016 Via E -mail Ronald J. Lieberman , Esq. NorthStar Asset Management Group Inc. Executive Vice President, General Counsel and Secretary 399 Park Avenue, 18th Floor New York, New York 10004
Re: Colony NorthStar, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed October 17, 2016 File No. 333 -212739
Dear Mr. Lieberman :
We have reviewed your amended 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 circumstanc es 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. Unless w e note otherwise, our references to prior comments are to comments in our September 30, 2016 letter .
U.S. Federal Income Taxation of Colony NorthStar and its Stockholders , page 233
1. We note your response to comment 4 of our letter. Please revise your disclosure to confirm that the tax opinion will be filed prior to the closing of the merger by post - effective amendment.
You may contact Jeffrey Lewis at (202)551 -6216 or Robert Telewic z, Accounting Branch Chief, at (202)551 -3438 if you have questions regarding comments on the financial
Ronald J. Lieberman , Esq. Colony NorthStar, Inc. November 10 , 2016 Page 2
statements and related matters. Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3655 with any other questions.
Sincerely,
/s/ Soni a Gupta Barros
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Mail Stop 3233 November 10 , 2016 Via E -mail Ronald J. Lieberman , Esq. NorthStar Asset Management Group Inc. Executive Vice President, General Counsel and Secretary 399 Park Avenue, 18th Floor New York, New York 10004 Re: Colony NorthStar, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed October 17, 2016 File No. 333 -212739 Dear Mr. Lieberman : We have reviewed your amended 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 circumstanc es 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. Unless w e note otherwise, our references to prior comments are to comments in our September 30, 2016 letter . U.S. Federal Income Taxation of Colony NorthStar and its Stockholders , page 233 1. We note your response to comment 4 of our letter. Please revise your disclosure to confirm that the tax opinion will be filed prior to the closing of the merger by post - effective amendment. You may contact Jeffrey Lewis at (202)551 -6216 or Robert Telewic z, Accounting Branch Chief, at (202)551 -3438 if you have questions regarding comments on the financial Ronald J. Lieberman , Esq. Colony NorthStar, Inc. November 10 , 2016 Page 2 statements and related matters. Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3655 with any other questions. Sincerely, /s/ Soni a Gupta Barros Sonia Gupta Barros Assistant Director Office of Real Estate and Commodities cc: Stephen Salley, Esq. ( via e -mail)