Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
CLNY > SEC Filings for CLNY > Form 8-K on 15-May-2013All Recent SEC Filings

Show all filings for COLONY FINANCIAL, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for COLONY FINANCIAL, INC.


15-May-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On May 10, 2013, Colony Financial, Inc. (the "Company") and Colony Financial Manager, LLC (the "Manager") entered into six separate Equity Distribution Agreements (the "Equity Distribution Agreements") with each of RBC Capital Markets, LLC, FBR Capital Markets & Co., JMP Securities LLC, J.P. Morgan Securities, LLC, Keefe, Bruyette & Woods, Inc., and UBS Securities LLC (each, individually, an "Agent" and together, the "Agents"), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $200,000,000 of its common stock, $0.01 par value per share (the "Common Stock"), through the Agents.

Sales of the Common Stock made pursuant to the Equity Distribution Agreements, if any, may be made in negotiated transactions or transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made by means of ordinary brokers' transactions (including directly on the New York Stock Exchange), or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the Agents and the Company. Each Agent will be entitled to compensation that will not exceed 2% of the gross sales price of all shares of Common Stock sold through it as agent under the applicable Equity Distribution Agreement.

The Company intends to use the net proceeds from this offering to acquire target assets in a manner consistent with its investment strategies and investment guidelines and for working capital and general corporate purposes. Until appropriate investments can be identified, the Manager may invest such net proceeds in interest-bearing short-term investments, including U.S. treasury securities or a money market account, that are consistent with the Company's intention to maintain its qualification as a REIT and maintain its exemption from registration under the 1940 Act.

The Equity Distribution Agreements contain customary representations, warranties and agreements of the Company and the Manager, indemnification rights and obligations of the parties and termination provisions. Copies of the Equity Distribution Agreements are filed as Exhibits 1.1, 1.2, 1.3, 1.4, 1.5 and 1.6 to this Current Report on Form 8-K, and the descriptions of the material terms of the Equity Distribution Agreements in this Item 8.01 are qualified in their entirety by reference to such Exhibits, which are incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                  Description

 1.1              Equity Distribution Agreement dated May 10, 2013, by and among
                  the Company, Colony Financial Manager, LLC and RBC Capital
                  Markets, LLC

 1.2              Equity Distribution Agreement dated May 10, 2013, by and among
                  the Company, Colony Financial Manager, LLC and FBR Capital
                  Markets & Co.

 1.3              Equity Distribution Agreement dated May 10, 2013, by and among
                  the Company, Colony Financial Manager, LLC and JMP Securities LLC

 1.4              Equity Distribution Agreement dated May 10, 2013, by and among
                  the Company, Colony Financial Manager, LLC and J.P. Morgan
                  Securities, LLC

 1.5              Equity Distribution Agreement dated May 10, 2013, by and among
                  the Company, Colony Financial Manager, LLC and Keefe, Bruyette &
                  Woods, Inc.

 1.6              Equity Distribution Agreement dated May 10, 2013, by and among
                  the Company, Colony Financial Manager, LLC and UBS Securities LLC

 5.1              Opinion of Hogan Lovells US LLP regarding the legality of the
                  Notes

23.1              Consent of Hogan Lovells US LLP (included in Exhibit 5.1)


  Add CLNY to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for CLNY - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.