SEC Company Response from DigitalBridge Group, (DBRG) — Sep 14, 2016
DigitalBridge Group, Inc.
Date: Sept. 14, 2016 · CIK: 0001679688 · Accession: 0001104659-16-144723
AI Filing Summary & Sentiment
File numbers found in text: 333-212739
Referenced dates: August 29, 2016
Letter
Via EDGAR and Hand Delivery United States Securities and Exchange Commission, Office of Real Estate and Commodities, Colony NorthStar, Inc. Registration Statement on Form S-4 Filed July 29, 2016 File No. 333-212739
Dear Ms. Barros:
On behalf of Colony NorthStar, Inc. (“Colony NorthStar”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter, dated August 29, 2016, with respect to Colony NorthStar’s Registration Statement on Form S-4 filed with the Commission on July 29, 2016 (the “Registration Statement”).
Colony NorthStar is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”), which reflects Colony NorthStar’s responses to the comments received by the Staff and certain updated information.
For convenience, the text of the Staff’s comments is set forth in italics below, followed by a response to each comment. Page number references in the responses refer to page numbers in Amendment No. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to those terms in the Registration Statement. The responses and information described below are based upon information provided to us by Colony NorthStar, NorthStar Asset Management Group Inc. (“NSAM”), Colony Capital,
Inc. (“Colony”) and NorthStar Realty Finance Corp. (“NRF,” and together with NSAM and Colony, the “Companies”).
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 how you meet the criteria of a “Large Accelerated Filer” under Rule 12b-2 of the Exchange Act.
Response to Comment No. 1:
Colony NorthStar intends to treat itself as a successor to NSAM.
A “succession” is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the direct acquisition of the assets comprising a going business, whether by merger, consolidation, purchase or other direct transfer. The assets and liabilities of Colony NorthStar immediately after the Redomestication merger (the first-step merger) will be the same as those of NSAM immediately before the Redomestication merger. Similarly, holders of Colony NorthStar class A common stock immediately after the Redomestication merger will be the same as those of NSAM immediately before the Redomestication merger. Therefore, it is Colony NorthStar’s view that the Redomestication merger will result in a “succession”, as defined in Exchange Act Rule 12b-2, of Colony NorthStar to NSAM. This view is supported by the analysis below in response to Comment 10 summarizing the reasons for the conclusion that NSAM should be treated as the accounting acquirer in connection with the Mergers.
Because NSAM is a “large accelerated filer” under Exchange Act Rule 12b-2, Colony NorthStar believes that Colony NorthStar, as NSAM’s successor, should be treated as a large accelerated filer upon completion of the Redomestication merger. The Staff previously has concurred with the position that a successor issuer would be a successor to a company’s status as an accelerated filer under Exchange Act Rule 12b-2. See, e.g., Media General, Inc. (available November 10, 2014), Eteris B.V, Applied Materials, Inc. and Tokyo Electron Limited (available September 29, 2014), Perrigo Company, Perrigo Company Limited and Elan Corporation plc. (available December 17, 2013), Actavis, Inc. (available September 30, 2013), GulfMark Offshore, Inc. (available January 11, 2010) and Aether Systems, Inc. (available April 26, 2005).
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 effective date only after you have complied with our outstanding comments.
Response to Comment No. 2:
Colony NorthStar notes the Staff’s comment and advises the Staff that NSAM filed a response to the Staff’s comments on the above-referenced filings on August 29, 2016.
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.
Response to Comment No. 3:
None of Colony NorthStar and the Companies nor anyone authorized to act on their behalf have made any written communication, as defined in Rule 405 under the Securities Act, to potential investors in reliance on Section 5(d) of the Securities Act.
4. In an appropriate section, please disclose how your intended combined business will comply, or be exempt from, the Investment Company Act of 1940.
Response to Comment No. 4:
Colony NorthStar notes the Staff’s comment and advises the Staff that disclosure in the Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 388-389 of Amendment No. 1.
5. We note that NRF shareholders are expected to own the largest percentage of securities following consummation of the transactions. Please tell us how you determined that the material differences between the NRF and Colony 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 unbundling under Rule 14a-4(a)(3).
Response to Comment No. 5:
First, we note that, after giving effect to the NSAM equity-based awards that will be issued to NSAM named executive officers in connection with the Mergers, former NSAM stockholders, former Colony stockholders and former NRF stockholders are expected to hold approximately 34%, 33% and 33%, respectively of the voting power of Colony NorthStar common stock upon the completion of the Mergers. Please refer to the risk factor “The common stockholders of NSAM, Colony and NRF, each as a group, will hold a significantly smaller share of Colony NorthStar following the closing of the Mergers, than they do as stockholders of each of the Companies currently” on page 61 of Amendment No. 1. Please also refer to Section (a) of the response to Comment No. 10 in this letter.
Moreover, Colony NorthStar notes the Staff’s comment and has reviewed Exchange Act Rule 14a-4(a)(3) and the Staff’s guidance relating thereto, including Compliance and Disclosure Interpretation 201.02 regarding unbundling under Exchange Act Rule 14a-4(a)(3) (“C&DI 201.02”). Colony NorthStar and NRF do not believe that any differences between the NRF and Colony NorthStar organizational documents need to be presented as separate matters per Exchange Act Rule 14a-4(a)(3) on all three proxy cards because Colony NorthStar and NRF do not believe that there are any “material” differences between the NRF and Colony NorthStar organizational documents for purposes of Exchange Act Rule 14a-4(a)(3) and C&DI 201.02. In C&DI 201.02, the Staff provides several examples of “governance- and control-related provisions” that should be presented as separate matters per Rule 14a-4(a)(3): (i) classified or staggered board; (ii) limitations on the removal of directors; (iii) supermajority voting provisions; (iv) delaying the annual meeting for more than a year; (v) eliminating the ability to act by written consent; and (vi) changes in minimum quorum requirements.
Colony NorthStar and NRF do not believe that any of the foregoing examples are applicable to the differences between the NRF and Colony NorthStar organizational documents because: (i) like NRF, Colony NorthStar will not have a classified board; (ii) like NRF’s charter, the charter of Colony NorthStar will provide that a director may be removed by the affirmative vote of holders of shares; (iii) the Colony NorthStar charter will have similar supermajority voting provisions to those included in the NRF charter (such as amendments to the charter) and the only differences are immaterial; (iv) like NRF’s organizational documents, the Colony NorthStar organizational documents do not provide for delaying the annual meeting for more than a year; (v) like the stockholders of NRF, the stockholders of Colony NorthStar will only be entitled to act by
unanimous written consent; and (vi) the Colony NorthStar organizational documents will provide for the same quorum requirements that are provided for under the NRF organizational documents. Further, as reflected in the section entitled Comparison of Rights of Stockholders of NSAM, Colony and NRF with the Rights of Stockholders of Colony NorthStar beginning on page 366 of Amendment No. 1, the differences between the Colony NorthStar and NRF charters are limited.
As a default provision of Maryland corporation law, Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”) permits the board of directors of a Maryland corporation, such as Colony NorthStar, without stockholder approval, to implement certain takeover defenses, including a classified board, as further described on page 362 of Amendment No. 1. The organizational documents of NRF currently opt out of this default provision. While the charter of Colony NorthStar, like the charter of Colony, will not have a similar opt-out, Colony NorthStar and NRF do not believe this is a material difference for purposes of Rule 14-4(a)(3) and C&DI 201.02. As described on page 362 of Amendment No. 1, Colony NorthStar has not elected to create a classified board at this time, and Colony NorthStar and NRF do not believe that the mere ability to classify its board of directors in the future is a material change in the organizational documents for purposes of Rule 14-4(a)(3) and C&DI 201.02 because the ability to so classify the board is a default feature of being a Maryland corporation and it is Colony NorthStar’s and NRF’s belief that default provisions under a state’s corporate law need not be subject to a shareholder advisory vote.
In addition, we understand that the foregoing examples from C&DI 201.02 are intended to prevent companies, in connection with a merger or acquisition transaction, from imposing restrictions on stockholders that are materially less favorable than those in place immediately prior to the transaction. Colony NorthStar and NRF do not believe that Colony NorthStar’s organizational documents impose any restrictions on stockholders that are materially less favorable than those in NRF’s organizational documents. As a result, Colony NorthStar and NRF do not believe that the differences between the NRF and Colony NorthStar organizational documents, which Colony NorthStar and NRF believe are immaterial for purposes of Exchange Act Rule 14-4(a)(3) and C&DI 201.02, need to be presented as separate matters per Rule 14a-4(a)(3).
The Mergers, page 103
Background of the Mergers, page 103
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 discussion on the NSAM process. Please revise to explain the reasons for this meeting from Colony’s perspective and what, if any, other alternatives Colony considered.
Response to Comment No. 6:
Colony NorthStar notes the Staff’s comment and advises the Staff that disclosure in the Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 103-129 of Amendment No. 1.
Certain Unaudited Prospective Financial Information of NSAM, page 169
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”).
Response to Comment No. 7:
Colony NorthStar notes the Staff’s comment and advises the Staff that it enhanced the disclosures in the Registration Statement in response to the Staff’s comment. Please refer to pages 170, 186 and 200 of Amendment No. 1.
8. In addition, we note that the projections include non-GAAP financial measures. Please provide reconciliations to the most directly comparable GAAP measures or tell us why you believe reconciliations are not required.
Response to Comment No. 8:
Colony NorthStar notes the Staff’s comment and advises the Staff that it believes that GAAP reconciliations of the management projections included in the Registration Statement (the “Projections”) are not required under Rule 100(d) of Regulation G or Item 10(e)(6) of Regulation S-K.
Colony NorthStar notes the Projections are included in the Registration Statement in connection with the opinions of the Companies’ respective financial advisors disclosed pursuant to Item 1015 of Regulation M-A through Item 4(b) of the Form S-4. Rule 100(d) of Regulation G and Item 10(e)(6) contain an exemption for the use of non-
GAAP financial measures in disclosures related to a proposed business combination if such disclosures are contained in a “communication” that is subject to Item 1015 of Regulation M-A. Colony NorthStar refers the Staff to Question 101.01 of the Staff’s Compliance & Disclosure Interpretations under Non-GAAP Financial Measures (the “Interpretation”). In the Interpretation, the Staff interpreted the applicability of the exemption from Regulation G and Item 10(e) of Regulation S-K for the disclosure of non-GAAP financial measures pursuant to Item 1015 of Regulation M-A. The Staff explained that the exemption from Regulation G and Item 10(e) of Regulation S-K is available for non-GAAP financial measures disclosed pursuant to Item 1015 of Regulation M-A even if such non-GAAP financial measures are included in Securities Act registration statements, proxy statements and tender offer statements. Accordingly, Colony NorthStar believes GAAP reconciliations are not required with respect to the Projections.
U.S. Federal Income Tax Consequences, page 223
Tax Consequences of the Mergers Generally, page 224
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 tax consequences of the merger and your REIT qualification. Additionally, please clearly indicate who will provide the opinion(s).
Response to Comment No. 9:
Colony NorthStar notes the Staff’s comment and advises the Staff that disclosure in the Registration Statement has been revised in response to the Staff’s comment to clearly indicate which counsel will provide the relevant opinions to which of the Companies. Please refer to pages 226-227 of Amendment No. 1.
Colony NorthStar further advises the Staff that customary short form opinions of counsel regarding the qualifi
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CORRESP 1 filename1.htm 125 Broad Street New York, NY 10004-2498 TELEPHONE: 1-212-558-4000 FACSIMILE: 1-212-558-3588 LOS ANGELES · PALO ALTO · WASHINGTON, D.C. WWW.SULLCROM.COM FRANKFURT · LONDON · PARIS BEIJING · HONG KONG · TOKYO MELBOURNE · SYDNEY September 14, 2016 Via EDGAR and Hand Delivery Sonia Gupta Barros, Assistant Director, United States Securities and Exchange Commission, Office of Real Estate and Commodities, 100 F Street, N.E., Washington, D.C. 20549. Re: Colony NorthStar, Inc. Registration Statement on Form S-4 Filed July 29, 2016 File No. 333-212739 Dear Ms. Barros: On behalf of Colony NorthStar, Inc. (“Colony NorthStar”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter, dated August 29, 2016, with respect to Colony NorthStar’s Registration Statement on Form S-4 filed with the Commission on July 29, 2016 (the “Registration Statement”). Colony NorthStar is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”), which reflects Colony NorthStar’s responses to the comments received by the Staff and certain updated information. For convenience, the text of the Staff’s comments is set forth in italics below, followed by a response to each comment. Page number references in the responses refer to page numbers in Amendment No. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to those terms in the Registration Statement. The responses and information described below are based upon information provided to us by Colony NorthStar, NorthStar Asset Management Group Inc. (“NSAM”), Colony Capital, Inc. (“Colony”) and NorthStar Realty Finance Corp. (“NRF,” and together with NSAM and Colony, the “Companies”). 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 how you meet the criteria of a “Large Accelerated Filer” under Rule 12b-2 of the Exchange Act. Response to Comment No. 1: Colony NorthStar intends to treat itself as a successor to NSAM. A “succession” is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the direct acquisition of the assets comprising a going business, whether by merger, consolidation, purchase or other direct transfer. The assets and liabilities of Colony NorthStar immediately after the Redomestication merger (the first-step merger) will be the same as those of NSAM immediately before the Redomestication merger. Similarly, holders of Colony NorthStar class A common stock immediately after the Redomestication merger will be the same as those of NSAM immediately before the Redomestication merger. Therefore, it is Colony NorthStar’s view that the Redomestication merger will result in a “succession”, as defined in Exchange Act Rule 12b-2, of Colony NorthStar to NSAM. This view is supported by the analysis below in response to Comment 10 summarizing the reasons for the conclusion that NSAM should be treated as the accounting acquirer in connection with the Mergers. Because NSAM is a “large accelerated filer” under Exchange Act Rule 12b-2, Colony NorthStar believes that Colony NorthStar, as NSAM’s successor, should be treated as a large accelerated filer upon completion of the Redomestication merger. The Staff previously has concurred with the position that a successor issuer would be a successor to a company’s status as an accelerated filer under Exchange Act Rule 12b-2. See, e.g., Media General, Inc. (available November 10, 2014), Eteris B.V, Applied Materials, Inc. and Tokyo Electron Limited (available September 29, 2014), Perrigo Company, Perrigo Company Limited and Elan Corporation plc. (available December 17, 2013), Actavis, Inc. (available September 30, 2013), GulfMark Offshore, Inc. (available January 11, 2010) and Aether Systems, Inc. (available April 26, 2005). 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 2 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 effective date only after you have complied with our outstanding comments. Response to Comment No. 2: Colony NorthStar notes the Staff’s comment and advises the Staff that NSAM filed a response to the Staff’s comments on the above-referenced filings on August 29, 2016. 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. Response to Comment No. 3: None of Colony NorthStar and the Companies nor anyone authorized to act on their behalf have made any written communication, as defined in Rule 405 under the Securities Act, to potential investors in reliance on Section 5(d) of the Securities Act. 4. In an appropriate section, please disclose how your intended combined business will comply, or be exempt from, the Investment Company Act of 1940. Response to Comment No. 4: Colony NorthStar notes the Staff’s comment and advises the Staff that disclosure in the Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 388-389 of Amendment No. 1. 3 5. We note that NRF shareholders are expected to own the largest percentage of securities following consummation of the transactions. Please tell us how you determined that the material differences between the NRF and Colony 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 unbundling under Rule 14a-4(a)(3). Response to Comment No. 5: First, we note that, after giving effect to the NSAM equity-based awards that will be issued to NSAM named executive officers in connection with the Mergers, former NSAM stockholders, former Colony stockholders and former NRF stockholders are expected to hold approximately 34%, 33% and 33%, respectively of the voting power of Colony NorthStar common stock upon the completion of the Mergers. Please refer to the risk factor “The common stockholders of NSAM, Colony and NRF, each as a group, will hold a significantly smaller share of Colony NorthStar following the closing of the Mergers, than they do as stockholders of each of the Companies currently” on page 61 of Amendment No. 1. Please also refer to Section (a) of the response to Comment No. 10 in this letter. Moreover, Colony NorthStar notes the Staff’s comment and has reviewed Exchange Act Rule 14a-4(a)(3) and the Staff’s guidance relating thereto, including Compliance and Disclosure Interpretation 201.02 regarding unbundling under Exchange Act Rule 14a-4(a)(3) (“C&DI 201.02”). Colony NorthStar and NRF do not believe that any differences between the NRF and Colony NorthStar organizational documents need to be presented as separate matters per Exchange Act Rule 14a-4(a)(3) on all three proxy cards because Colony NorthStar and NRF do not believe that there are any “material” differences between the NRF and Colony NorthStar organizational documents for purposes of Exchange Act Rule 14a-4(a)(3) and C&DI 201.02. In C&DI 201.02, the Staff provides several examples of “governance- and control-related provisions” that should be presented as separate matters per Rule 14a-4(a)(3): (i) classified or staggered board; (ii) limitations on the removal of directors; (iii) supermajority voting provisions; (iv) delaying the annual meeting for more than a year; (v) eliminating the ability to act by written consent; and (vi) changes in minimum quorum requirements. Colony NorthStar and NRF do not believe that any of the foregoing examples are applicable to the differences between the NRF and Colony NorthStar organizational documents because: (i) like NRF, Colony NorthStar will not have a classified board; (ii) like NRF’s charter, the charter of Colony NorthStar will provide that a director may be removed by the affirmative vote of holders of shares; (iii) the Colony NorthStar charter will have similar supermajority voting provisions to those included in the NRF charter (such as amendments to the charter) and the only differences are immaterial; (iv) like NRF’s organizational documents, the Colony NorthStar organizational documents do not provide for delaying the annual meeting for more than a year; (v) like the stockholders of NRF, the stockholders of Colony NorthStar will only be entitled to act by 4 unanimous written consent; and (vi) the Colony NorthStar organizational documents will provide for the same quorum requirements that are provided for under the NRF organizational documents. Further, as reflected in the section entitled Comparison of Rights of Stockholders of NSAM, Colony and NRF with the Rights of Stockholders of Colony NorthStar beginning on page 366 of Amendment No. 1, the differences between the Colony NorthStar and NRF charters are limited. As a default provision of Maryland corporation law, Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”) permits the board of directors of a Maryland corporation, such as Colony NorthStar, without stockholder approval, to implement certain takeover defenses, including a classified board, as further described on page 362 of Amendment No. 1. The organizational documents of NRF currently opt out of this default provision. While the charter of Colony NorthStar, like the charter of Colony, will not have a similar opt-out, Colony NorthStar and NRF do not believe this is a material difference for purposes of Rule 14-4(a)(3) and C&DI 201.02. As described on page 362 of Amendment No. 1, Colony NorthStar has not elected to create a classified board at this time, and Colony NorthStar and NRF do not believe that the mere ability to classify its board of directors in the future is a material change in the organizational documents for purposes of Rule 14-4(a)(3) and C&DI 201.02 because the ability to so classify the board is a default feature of being a Maryland corporation and it is Colony NorthStar’s and NRF’s belief that default provisions under a state’s corporate law need not be subject to a shareholder advisory vote. In addition, we understand that the foregoing examples from C&DI 201.02 are intended to prevent companies, in connection with a merger or acquisition transaction, from imposing restrictions on stockholders that are materially less favorable than those in place immediately prior to the transaction. Colony NorthStar and NRF do not believe that Colony NorthStar’s organizational documents impose any restrictions on stockholders that are materially less favorable than those in NRF’s organizational documents. As a result, Colony NorthStar and NRF do not believe that the differences between the NRF and Colony NorthStar organizational documents, which Colony NorthStar and NRF believe are immaterial for purposes of Exchange Act Rule 14-4(a)(3) and C&DI 201.02, need to be presented as separate matters per Rule 14a-4(a)(3). 5 The Mergers, page 103 Background of the Mergers, page 103 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 discussion on the NSAM process. Please revise to explain the reasons for this meeting from Colony’s perspective and what, if any, other alternatives Colony considered. Response to Comment No. 6: Colony NorthStar notes the Staff’s comment and advises the Staff that disclosure in the Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 103-129 of Amendment No. 1. Certain Unaudited Prospective Financial Information of NSAM, page 169 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”). Response to Comment No. 7: Colony NorthStar notes the Staff’s comment and advises the Staff that it enhanced the disclosures in the Registration Statement in response to the Staff’s comment. Please refer to pages 170, 186 and 200 of Amendment No. 1. 8. In addition, we note that the projections include non-GAAP financial measures. Please provide reconciliations to the most directly comparable GAAP measures or tell us why you believe reconciliations are not required. Response to Comment No. 8: Colony NorthStar notes the Staff’s comment and advises the Staff that it believes that GAAP reconciliations of the management projections included in the Registration Statement (the “Projections”) are not required under Rule 100(d) of Regulation G or Item 10(e)(6) of Regulation S-K. Colony NorthStar notes the Projections are included in the Registration Statement in connection with the opinions of the Companies’ respective financial advisors disclosed pursuant to Item 1015 of Regulation M-A through Item 4(b) of the Form S-4. Rule 100(d) of Regulation G and Item 10(e)(6) contain an exemption for the use of non- 6 GAAP financial measures in disclosures related to a proposed business combination if such disclosures are contained in a “communication” that is subject to Item 1015 of Regulation M-A. Colony NorthStar refers the Staff to Question 101.01 of the Staff’s Compliance & Disclosure Interpretations under Non-GAAP Financial Measures (the “Interpretation”). In the Interpretation, the Staff interpreted the applicability of the exemption from Regulation G and Item 10(e) of Regulation S-K for the disclosure of non-GAAP financial measures pursuant to Item 1015 of Regulation M-A. The Staff explained that the exemption from Regulation G and Item 10(e) of Regulation S-K is available for non-GAAP financial measures disclosed pursuant to Item 1015 of Regulation M-A even if such non-GAAP financial measures are included in Securities Act registration statements, proxy statements and tender offer statements. Accordingly, Colony NorthStar believes GAAP reconciliations are not required with respect to the Projections. U.S. Federal Income Tax Consequences, page 223 Tax Consequences of the Mergers Generally, page 224 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 tax consequences of the merger and your REIT qualification. Additionally, please clearly indicate who will provide the opinion(s). Response to Comment No. 9: Colony NorthStar notes the Staff’s comment and advises the Staff that disclosure in the Registration Statement has been revised in response to the Staff’s comment to clearly indicate which counsel will provide the relevant opinions to which of the Companies. Please refer to pages 226-227 of Amendment No. 1. Colony NorthStar further advises the Staff that customary short form opinions of counsel regarding the qualifi