In what would be the largest real estate deal of the year, shareholders of Colony Capital (NYSE:CLNY), NorthStar Realty Finance (NYSE:NRF), and NorthStar Asset Management (NYSE:NSAM) approved the merger of the trio.
The merged company will have market cap topping $8B, and will be called Colony NorthStar, and trade on the Big Board under the symbol ''CLNS." AUM at the company will exceed $58B.
Among the changes are the addition of two independent directors to the combined company's board, and that all board members will stand for election annually.
NorthStar Asset Management (NYSE:NSAM) owners will now get a special, pre-closing cash dividend of $228M ($1.16 per share) vs. the previous $128M.
Top executives have agreed to a more shareholder-friendly severance deal.
Along with NSAM, NorthStar Realty (NYSE:NRF) and Colony (NYSE:CLNY) plan to hold special meetings before year-end in the hopes of closing the merger in January. At closing, a quarterly dividend at an annualized rate of $1.08 per share will commence.
MSD Capital and MSA Partners - together owning 10.2% of NSAM's stock - have agreed to vote in favor of the deal. Jonathan Litt hasn't yet been heard from.
The combination of NorthStar Realty Finance (NYSE:NRF), NorthStar Asset Management (NYSE:NSAM), and Colony Capital (NYSE:CLNY) is likely to result in an entity with a significantly higher debt-to-adjusted EBITDA ratio than what NSAM currently sports (less than 1.5x), says S&P.
The current BBB- rating could be cut by one or more notches. For now, S&P will keep things on watch, and resolve the rating once the deal is completed (expected Q1 2017).
Upon completion of the all-stock deal, NorthStar Asset Management (NYSE:NSAM) shareholders will own 32.25% of the new Colony NorthStar, Colony Capital (NYSE:CLNY) shareholders will own 33.25%, and NorthStar Realty Finance (NYSE:NRF) shareholders 33.9%.
NSAM owners, in addition to the regular quarterly dividend, will receive a special cash dividend of $128M.
Colony's Thomas Barrack will be Executive Chairman of the board, NorthStar's David Hamamoto will be Executive Vice Chairman, and Colony's Richard Saltzman will be CEO.
The companies expect about $115M in annual cost savings, $80M in cash and $35M in stock-based compensation.
Terms: NSAM shareholders will own one share of the new company for each share of NSAM they hold; Colony shareholders will receive 1.4663 shares of the new company stock for each share of CLNY they hold; NRF shareholders will receive 1.0996 shares of the new company stock for each share of NRF they hold.
Blackstone (NYSE:BX) could have interest in entering the nontraded REIT business, says FBR's Daniel Altscher, and buying NorthStar Asset Management (NYSE:NSAM) could be a way in.
As for Apollo Global (NYSE:APO), Altscher reminds it tried, but failed to buy AR Capital last year.
Other possible suitors include traditional asset managers, brokers, sovereign wealth funds, PE funds, and insurance companies.
NorthStar's "stable income stream" could be used to support a far higher debt level, says Altscher, and the sale price could end up being at a meaningful premium to the current level. The stock gained 11% today, but is off more than 40% Y/Y.
As for NorthStar Realty Finance (NYSE:NRF) and NorthStar Realty Europe (NYSE:NRE), a sale of either is unlikely, says Altscher.
Fresh off its purchase of Cole Real Estate, American Realty Capital (ARCP -0.3%) is reportedly in talks to acquire NorthStar Realty Finance (NRF +9.8%), though sources remind the discussions are preliminary and a deal may not materialize.
ARCP has a market cap of about $10B and NorthStar's would be $6.5B at the $20 per share takeover price being bandied about (25% above Friday's close).