Colony Capital, Inc. (NYSE:CLNY) entered into a definitive merger agreement to acquire Northstar Asset Management Group Inc. (NYSE:NSAM) for $2.4 billion in stock in a merger of equals transaction on June 2, 2016. Under the terms of agreement, Colony will issue 0.681989 shares for each share of Northstar. Northstar Asset Management Group, Colony Capital, Inc. and NorthStar Realty Finance Corp. will combine and new company will be named Colony NorthStar, Inc. Upon completion of the transaction, Northstar Asset Management shareholders will own approximately 32.85%, Colony shareholders will own approximately 33.25% and NorthStar Realty shareholders will own approximately 33.90% of the combined company on a fully diluted basis. Each of Colony Capital and NorthStar Realty Finance Corp. preferred stock holders will receive shares of preferred stock of Colony NorthStar. Thomas J. Barrack Jr. will be Executive Chairman of the Board of Directors of Colony NorthStar, David Hamamoto will be Executive Vice Chairman, and Richard B. Saltzman will be Chief Executive Officer. Colony NorthStar’s board will consist of 13 directors in total – six nominated by Northstar Asset Management and NorthStar Realty Finance, six nominated by Colony and one additional board member to be mutually agreed upon by the existing Northstar Asset Management, Colony and NorthStar Realty Finance directors. The majority of the board will be comprised of independent directors. In addition to the roles outlined above for Messrs. Barrack, Hamamoto and Saltzman, Darren Tangen will be Chief Financial Officer and Mark Hedstrom will be Chief Operating Officer of the combined company. Al Tylis, Northstar Asset Management’s Chief Executive Officer and a member of the Northstar Asset Management and NorthStar Realty Finance Board of Directors, has agreed to assist in the transition following the merger. Dan Gilbert, Northstar Asset Management and NorthStar Realty Finance’s Chief Investment and Operating Officer will, among other responsibilities, continue to oversee Colony NorthStar’s retail platform. Northstar Asset Management will redomesticate to Maryland and elect to be treated as a REIT beginning in 2017 and NorthStar Realty Finance and Colony Capital, through a series of transactions, will merge with and into the redomesticated Northstar Asset Management. The transaction has been unanimously approved by the Special Committees of Northstar Asset Management and NorthStar Realty Finance, and the Board of Directors of Colony. Colony NorthStar's board will include two new independent directors, Jon A. Fosheim and Douglas Crocker II. Colony NorthStar's board will be comprised of 10 directors (a reduction from previously contemplated board size of 13 directors), with five members jointly selected by NSAM and NRF, including Messrs. Fosheim and Crocker, and five members selected by Colony. All of Colony NorthStar's directors will stand for election annually. Colony NorthStar will opt out of all of the provisions of Subtitle 8 of Title 3 of the Maryland General Corporation Law, otherwise referred to as the Maryland Unsolicited Takeover Act. The transaction is subject to customary closing conditions, including regulatory approvals, and approval by the Northstar Asset Management, Colony and NorthStar Realty Finance shareholders. The transaction has been approved by the shareholders of Colony Capital, Inc., NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp. The transaction is expected to close during the first quarter of 2017. As of November 9, 2016, the Merger is anticipated to close in January 2017. The transaction was opposed by activist investor, Jonathan Litt. As of June 7, 2016, Northstar Asset Management Group filed an updated investor presentation. Abrams Capital, Land and Buildings both shareholder of NorthStar Asset Management oppose the transaction. The deal is expected to close on January 10, 2017. Barclays PLC (LSE:BARC), BofA Merrill Lynch International Limited, Credit Suisse (USA), Inc., Deutsche Bank Securities Inc., JPMorgan Chase & Co. (NYSE:JPM) and Morgan Stanley (NYSE:MS) acted as the financial advisors for Colony Capital. Thomas M. Cerabino, Adam M. Turteltaub, Thomas Henry, Michael E. Brandt, Henry Cohn and Michael Katz of Willkie Farr & Gallagher LLP, Hogan Lovells US LLP acted as legal advisors for Colony Capital. The Goldman Sachs Group, Inc. (NYSE:GS) acted as the financial advisor and Mitchell S. Eitel, Robert W. Downes, Stephen M. Salley, Louis H. Argentieri, Xin Florence Zhang, Patrick M. Corrigan, Michael Jung, Ronald E. Creamer Jr., Eric M. Lopata, Matthew M. Friestedt, Regina L. Readling, Kristen B. Klein and Frederick Wertheim of Sullivan & Cromwell LLP, Goodwin Procter LLP acted as legal advisors for Northstar Asset Management. Evan Levy, Brian Krause and David Rievman of Skadden, Arps, Slate, Meagher & Flom LLP, Hunton & Williams LLP, Steven Scheinfeld, Philip Richter, Abigail Pickering Bomba, Jessica Forbes, Stuart Gelfond, Stewart Kagan, Donald Carleen, Adam Kaminsky, Scott Luftglass, Alan Kaden, Brian Blitz, Roy Tannenbaum, Roxanne Lepore, Jessica Pisani, Jake Saifman, Ariel Zell, Alexandra Orsini, Michael Kleinman and W. Reid Thompson of Fried, Frank, Harris, Shriver & Jacobson LLP and Morris, Nichols, Arsht & Tunnell LLP acted as the legal advisors for special committee of Northstar Asset Management. Evercore Partners Inc. (NYSE:EVR) acted as the financial advisor for special committee of Northstar Asset Management. UBS Investment Bank acted as financial advisor and Michael D. Schiffer of Venable LLP as well as Daniel LeBey, Steve Gill, David Freed, Chris Mangin, Benji Barron, McCall Grimes, Brian Russell, David Wicklund, Jim Meyer, David D’Alessandro, Casey Fisk, Shauna DiGiovanni, Emily Clary and Austin Light of Vinson & Elkins LLP acted as legal advisors for NorthStar Realty Finance Corp. Lasse Glassen of Addo Communications, Inc. acted as PR advisor in the deal. Eduardo Gallardo of Gibson, Dunn & Crutcher LLP acted as legal advisor to UBS. Owen Blicksilver of Owen Blicksilver PR, Inc. and Lasse Glassen of Addo Communications, Inc. acted as public relations advisor to Colony Capital, Inc. Megan Gavigan, Emily Deissler and Hayley Cook of Sard Verbinnen & Co. acted as public relations advisor to NorthStar Asset Management Group Inc. American Stock Transfer & Trust Company, LLC acted as transfer agent/registrar to Northstar Asset Management and Colony Capital. MacKenzie Partners, Inc. acted as proxy solicitor to Northstar Asset Management. D.F. King & Co., Inc. acted as proxy solicitor to Colony Capital. Daniel M. LeBey and David S. Freed of Vinson & Elkins LLP, and Michael D. Schiffer of Venable LLP acted as legal advisor to Northstar Asset Management. Colony Capital, Inc. (NYSE:CLNY) completed the acquisition of Northstar Asset Management Group Inc. (NYSE:NSAM) on January 10, 2017.