Terms

Series

Series I Cumulative Redeemable Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

7.15%

Rate Type

Fixed

Annual Dividend

$1.79

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

June 5, 2022

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of The Company And Its Subsidiaries, Any Senior Equity Securities; Pari Passu With: Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Any Other Future Parity Preferred Stock; Senior To: Class A Common Stock, Class B Common Stock, Performance Common Stock, Any Other Junior Capital Stock

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

12,000,000

Prospectus Summary

Colony NorthStar, Inc. (NYSE: CLNS), a Maryland-based REIT with roughly $56 billion in assets under management across healthcare, industrial, and hospitality real estate, is offering 12,000,000 shares of its Series I Cumulative Redeemable Perpetual Preferred Stock at a $25.00 liquidation preference, carrying a fixed 7.15% annual dividend rate equivalent to $1.7875 per share per year ($0.446875 quarterly). The stock is perpetual with no maturity date and is callable at par beginning June 5, 2022. Critically, dividends are cumulative — missed payments accrue and must be paid in full before any distribution can be made to common stockholders, providing holders meaningful protection against temporary earnings disruptions. The Series I Preferred Stock sits above Colony NorthStar's common stock and all other junior equity in the capital stack, and ranks on parity with its eight existing preferred series (A through H). However, it is expressly junior to all existing and future debt of the Company and its subsidiaries — as of April 30, 2017, total consolidated debt stood at approximately $10.5 billion. This is a holding company issuance, meaning it is structurally subordinated to obligations at the operating subsidiary level. There is no traditional regulatory capital call provision; however, the issuer retains a special optional redemption right triggered by a Change of Control that results in the company's common stock being delisted from major exchanges, allowing redemption at $25.00 plus accrued dividends within 120 days of the event. At the $25.00 offering price, the Series I Preferred Stock yields exactly 7.15% annually. Dividends are paid quarterly on or about January 15, April 15, July 15, and October 15, with record dates set no more than 30 days prior to each payment date. As a REIT, Colony NorthStar's dividends generally do not qualify for the reduced 15%/20% qualified dividend income (QDI) rate for individual investors, nor the dividends-received deduction (DRD) for corporate holders — most distributions will be taxed as ordinary income. The dividend stopper provision prohibits any common stock dividend or junior equity distribution unless all cumulative Series I (and parity preferred) dividends are current, making subordinated equity distributions the first casualty of earnings pressure.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If all cumulative dividends on the Series I Preferred Stock and any parity preferred have not been paid in full, the issuer is blocked from declaring or paying dividends on common stock or other junior securities, and from redeeming or repurchasing parity stock (other than in exchange for junior stock).

Other Preferreds from Digitalbridge Group Inc

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 50 (Average)