425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2016

NorthStar Asset Management Group Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-36301
(Commission File
Number) 46-4591526
(I.R.S. Employer
Identification No.)

399 Park Avenue, 18th Floor, New York, NY	10022
(Address of principal executive offices)	(Zip Code)

(212) 547-2600
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01  Regulation FD Disclosure.

On June 2, 2016, NorthStar Asset Management Group Inc. (“NSAM”), NorthStar Realty Finance Corp. (“NRF”), and Colony Capital, Inc. (“Colony” and, together with NSAM and NRF, the “Companies”), Colony NorthStar, Inc. (f/k/a New Polaris Inc.) (“Colony NorthStar”), New Sirius Inc., NorthStar Realty Finance Limited Partnership, Sirius Merger Sub-T, LLC and New Sirius Merger Sub, LLC entered into a definitive merger agreement (the “Merger Agreement”) under which the Companies will combine in an all-stock merger of equals transaction.

Attached hereto as Exhibit 99.1, and incorporated by reference into this Item 7.01, is an appendix to the investor presentation attached as Exhibit 99.1 to the Current Report on Form 8-K filed on June 7, 2016.

The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 8.01  Other Events.

On July 28, 2016, Colony NorthStar, a Maryland subsidiary of NSAM that will be the surviving parent company of the combined company, filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes a joint proxy statement of NSAM, Colony and NRF and that also constitutes a prospectus of Colony NorthStar.

Cautionary Statement Regarding Forward-Looking Statements

This report may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.  In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement.  Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward looking statements:  the failure to receive, on a timely basis or otherwise, the required approvals by NSAM, Colony and NRF stockholders, governmental or regulatory agencies and third parties; the risk that a condition to closing of the merger may not be satisfied; each company’s ability to consummate the merger; operating costs and business disruption may be greater than expected; the ability of each company to retain its senior executives and maintain relationships with business partners pending consummation of the merger; the ability to realize substantial efficiencies and synergies as well as anticipated strategic and financial benefits; and the impact of legislative, regulatory and competitive changes. The foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in each company’s reports filed from time to time with the SEC. There can be no assurance that the merger will in fact be consummated.

We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this report. None of NSAM, Colony or NRF is under any duty to update any of these forward-looking statements after the date of this report, nor to conform prior statements to actual results or revised expectations, and none of NSAM, Colony or NRF intends to do so.

Additional Information and Where to Find It

In connection with the proposed transaction, Colony NorthStar, a Maryland subsidiary of NSAM that will be the surviving parent company of the combined company, filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of NSAM, Colony and NRF and that also constitutes a prospectus of Colony NorthStar. The registration statement has not yet become effective. Each of NSAM, Colony, NRF and Colony NorthStar may also file other documents with the SEC regarding the proposed transaction.  This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document which NSAM, Colony, NRF or Colony NorthStar may file with the SEC.  INVESTORS AND

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SECURITY HOLDERS OF NSAM, COLONY AND NRF ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 FILED BY COLONY NORTHSTAR ON JULY 28, 2016 THAT INCLUDES A JOINT PROXY STATEMENT/PROSPECTUS FROM EACH OF NSAM, COLONY AND NRF, THE CURRENT REPORTS ON FORM 8-K FILED BY EACH OF NSAM, COLONY AND NRF ON JUNE 3, 2016, JUNE 7, 2016 AND JUNE 8, 2016 IN CONNECTION WITH THE ANNOUNCEMENT OF THE ENTRY INTO THE MERGER AGREEMENT, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.  Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus and other documents filed with the SEC by NSAM, Colony, NRF and Colony NorthStar (when available) through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of NSAM, Colony or NRF at the following:

Contacts:

NorthStar Asset Management Group Inc.

Megan Gavigan / Emily Deissler / Hayley Cook

Sard Verbinnen & Co.

(212) 687-8080

Colony Capital, Inc.

Owen Blicksilver

Owen Blicksilver PR, Inc.

(516) 742-5950

or

Lasse Glassen

Addo Communications, Inc.

(310) 829-5400

lasseg@addocommunications.com

NorthStar Realty Finance Corp.

Joe Calabrese

Investor Relations

(212) 827-3772

Participants in the Solicitation

Each of NSAM, Colony and NRF and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from their respective stockholders in connection with the proposed transaction.  Information regarding NSAM’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in NSAM’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended by its Form 10-K/A filed with the SEC on April 29, 2016 and Current Reports on Form 8-K filed by NSAM with the SEC on June 3, 2016, June 7, 2016 and June 8, 2016 in connection with the announcement of the proposed transaction.  Information regarding Colony’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Colony’s Annual Report on Form 10-K for the year ended December 31, 2015, its annual proxy statement filed with the SEC on March 31, 2016 and Current Reports on Form 8-K filed by Colony with the SEC on June 3, 2016, June 7, 2016 and June 8, 2016 in connection with the announcement of the proposed transaction.  Information regarding NRF’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in NRF’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended by its Form 10-K/A filed with the SEC on April 28, 2016 and Current Reports on Form 8-K filed by NRF with the SEC on June 3, 2016, June 7, 2016 and June 8, 2016 in connection with the announcement of the proposed transaction. A more complete description is available in the registration statement on Form S-4 and the joint proxy statement/prospectus filed by Colony NorthStar with the SEC on July 28, 2016. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This report is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10

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of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Appendix to Investor Presentation, dated as of July 28, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NorthStar Asset Management Group Inc. (Registrant)
Date: July 28, 2016	By:	/s/ Ronald J. Lieberman
		Ronald J. Lieberman
		Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Appendix to Investor Presentation, dated as of July 28, 2016.

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EX-99.1

Exhibit 99.1

July 28, 2016 Colony NorthStar Appendix to June 7, 2016 Investor Presentation Creating a Leading Global Equity REIT with Management Platform an Embedded Investment

Forward-Looking Statements Cautionary Statement Regarding Forward-Looking Statements This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward looking statements: the failure to receive, on a timely basis or otherwise, the required approvals by NorthStar Asset Management Group Inc. (“NSAM”), Colony Capital, Inc. (“Colony”) and NorthStar Realty Finance Corp. (“NRF”) stockholders, governmental or regulatory agencies and third parties; the risk that a condition to closing of the merger may not be satisfied; each company’s ability to consummate the merger; operating costs and business disruption may be greater than expected; the ability of each company to retain its senior executives and maintain relationships with business partners pending consummation of the merger; the ability to realize substantial efficiencies and synergies as well as anticipated strategic and financial benefits and the impact of legislative, and regulatory and competitive changes. The foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in each company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”). There can be no assurance that the merger will in fact be consummated. None of NSAM, Colony, NRF or any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. None of NSAM, Colony or NRF is under any duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised expectations, and none of NSAM, Colony or NRF intends to do so. Additional Information and Where to Find It In connection with the proposed transaction, Colony NorthStar, Inc. (“Colony NorthStar”), a Maryland subsidiary of NSAM that will be the surviving parent company of the combined company, filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of NSAM, Colony and NRF and that also constitutes a prospectus of Colony NorthStar. The registration statement has not yet become effective. Each of NSAM, Colony, NRF and Colony NorthStar may also file other documents with the SEC regarding the proposed transaction. This presentation is not a substitute for the joint proxy statement/prospectus or registration statement or any other document which NSAM, Colony, NRF or Colony NorthStar may file with the SEC. INVESTORS AND SECURITY HOLDERS OF NSAM, COLONY AND NRF ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 FILED BY COLONY NORTHSTAR ON JULY 28, 2016 THAT INCLUDES A JOINT PROXY STATEMENT/PROSPECTUS FROM EACH OF NSAM, COLONY AND NRF, THE CURRENT REPORTS ON FORM 8-K FILED BY EACH OF NSAM, COLONY AND NRF ON JUNE 3, 2016, JUNE 7, 2016 AND JUNE 8, 2016 IN CONNECTION WITH THE ANNOUNCEMENT OF THE ENTRY INTO THE MERGER AGREEMENT, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus and other documents filed with the SEC by NSAM, Colony, NRF and Colony NorthStar (when available) through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of NSAM, Colony or NRF at the following: Contacts NorthStar Asset Management Group Inc. NorthStar Realty Finance Corp. Colony Capital, Inc. Megan Gavigan / Emily Deissler / Hayley Cook Sard Verbinnen & Co. (212) 687-8080 Participants in the Solicitation Owen Blicksilver Owen Blicksilver PR, Inc. (516) 742-5950 Lasse Glassen Addo Communications, Inc. (310) 829-5400 Joe Calabrese Investor Relations (212) 827-3772 Each of NSAM, Colony and NRF and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from their respective stockholders in connection with the proposed transaction. Information regarding NSAM’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in NSAM’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended by its Form 10-K/A filed with the SEC on April 29, 2016 and Current Reports on Form 8-K filed by NSAM with the SEC on June 3, 2016, June 7, 2016 and June 8, 2016 in connection with the announcement of the proposed transaction. Information regarding Colony’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Colony’s Annual Report on Form 10-K for the year ended December 31, 2015, its annual proxy statement filed with the SEC on March 31, 2016 and Current Reports on Form 8-K filed by Colony with the SEC on June 3, 2016, June 7, 2016 and June 8, 2016 in connection with the announcement of the proposed transaction. Information regarding NRF’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in NRF’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended by its Form 10-K/A filed with the SEC on April 28, 2016 and Current Reports on Form 8-K filed by NRF with the SEC on June 3, 2016, June 7, 2016 and June 8, 2016 in connection with the announcement of the proposed transaction. A more complete description is available in the registration statement on Form S-4 and the joint proxy statement/prospectus filed by Colony NorthStar with the SEC on July 28, 2016. You may obtain free copies of these documents as described in the preceding paragraph. No Offer or Solicitation This presentation is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 1

Buyback Program In an effort to maximize shareholder value, Colony NorthStar intends to (i) repurchase its common stock and/or (ii) further deleverage, in an amount up to $1.0 billion, following the closing of the transaction and subject to market conditions 2 Additionally, each of NSAM, CLNY and NRF will evaluate common stock repurchases after the shareholder vote and prior to closing After taking into account continued asset sales, deleveraging activities and any share repurchases, Colony NorthStar’s target leverage ratios are anticipated to remain at: (i) ~50% debt-to-total capitalization and (ii) ~6x Total Debt / EBITDA A share repurchase, at or around current trading levels, is anticipated to be meaningfully accretive

Pro Forma Core FFO / CAD – Q1 2016 The below table reflects the reconciliation of pro forma Q1 2016 Core FFO / CAD from unaudited pro forma Q1 2016 net income detailed in the joint proxy statement/prospectus: Historical Pro Forma Adjustments ( 2) Consolidated Pro forma results include approximately $4 million ($16 million on an annualized basis) of the estimated $80 million of annual cash synergies and do not reflect earnings from redeployment of capital from NRF Sales Initiatives and return of capital(5) 1. Adjustments reflected in the above table are from previously reported results. For further information, please refer to each entities respective publicly available financial statements or earnings releases. 2. Includes approximately $4 million ($16 million on an annualized basis) of the estimated $80 million of annual cash synergies and does not reflect earnings from redeployment of capital from NRF sales initiatives and return of capital. NRF sales initiatives include assets sold or under contract to sell through May 5, 2016, including manufactured housing, multifamily, a senior housing portfolio sold during Q1’16, and certain commercial real estate debt investments and securities. 3. NSAM and NRF shares represent the weighted-average outstanding common shares, LTIPs and RSUs not subject to performance hurdles. CLNY shares represent the weighted average outstanding common shares and operating partnership units. 4. Represents 11.2 million restricted stock units to be issued to certain NSAM executives upon closing of the transaction based on NSAM’s June 24, 2016 share price less 2.7 million NRF shares owned by NSAM after giving effect to the exchange ratio. 5. Please refer to the Unaudited Pro Forma Condensed Consolidated Financial Statements section of the joint proxy statement/prospectus filed on July 28, 2016 for additional details on synergies. 3 (In millions, except per share data) Total Adjustments Pro Forma Net income (loss) attributable to common stockholders$18$18($145)($38)$37($1) Non-control l i ng i nte re s ts i ncome (l os s )-4(3)(1)(8)(9) ($110) (8) Subtotal1822(148)(39)29(10) Adjustments (1) : De pre ci a ti on a nd a morti za ti on i te ms 2 42 82 - 5 5 Amorti za ti on of i nta ngi bl e s a nd othe r 1 11 17 - (8) (8) Equi ty-ba s e d compe ns a ti on 17 4 6 - (8) (8) De fe rre d ta x be ne fi t (e xpe ns e ) (2) (2) 3 - 3 3 N-Sta r CDO bond di s counts a nd non-ca s h i nte re s t i ncome - - (5) - - - Unre a l i ze d (ga i n) l os s / Prov. for l oa n l os s e s , ne t / I mpa i rme nt of RE 11 (1) 140 (3) (11) (14) Re a l i ze d (ga i n) l os s on i nve s tme nts - - 11 (1) - (1) Di s tri buti ons /a dj. to joi nt ve nture pa rtne rs 5 (19) (10) - 1 1 Tra ns a cti on cos ts a nd othe r 8 (1) 11 - - - (118) 131 21 19 2 (5) 136 10 (23) 18 Pro forma Core FFO / CAD$60$56$107($43)$11($32) We i ghte d a ve ra ge s ha re s (3)190135185 Re porte d Core FFO / CAD pe r s ha re$0.31$0.41$0.58 Excha nge ra ti o1.0000x1.4663x1.0996x $191 Pro forma we i ghte d a ve ra ge s ha re s1901982048 (4) Pro forma Core FFO / CAD per share 600 $0.32 Merger / FV Adjustments NRF Sales Initiatives NRF Colony NSAM

Pro Forma Core FFO / CAD – 2015 The below table reflects the reconciliation of pro forma 2015 Core FFO/CAD from unaudited pro forma 2015 net income reflected in the joint proxy statement/prospectus: Historical Pro Forma Adjustments ( 2) Consolidated Pro forma results include approximately $46 million of the estimated $80 million of annual cash synergies and do not reflect earnings from redeployment of capital from NRF Sales Initiatives and return of capital(5) 1. Adjustments reflected in the above table are from previously reported results. For further information, please refer to each entities respective publicly available financial statements or earnings releases. 2. Includes approximately $46 million of the estimated $80 million of annual cash synergies and does not reflect earnings from redeployment of capital from NRF sales initiatives and return of capital. NRF sales initiatives include any assets sold or under contract to sell through May 5, 2016, including manufactured housing, multifamily, a senior housing portfolio sold during Q1’16, a private equity fund portfolio sold during Q4’15, and certain commercial real estate debt investments and securities. 3. NSAM and NRF shares represent the weighted-average outstanding common shares, LTIPs and RSUs not subject to performance hurdles. CLNY shares represent the weighted average outstanding common shares and operating partnership units. 4. Represents 11.2 million restricted stock units to be issued to certain NSAM executives upon closing of the transaction based on NSAM’s June 24, 2016 share price less 2.7 million NRF shares owned by NSAM after giving effect to the exchange ratio. 5. Please refer to the Unaudited Pro Forma Condensed Consolidated Financial Statements section of the joint proxy statement/prospectus filed on July 28, 2016 for additional details on synergies. 4 (In millions, except per share data) Total Adjustments Pro Forma Net income (loss) attributable to common stockholders$120$107($219)($53)$65$12 Non-control l i ng i nte re s ts i ncome (l os s )120(24)8(17)(9) $20 (12) Subtotal121127(243)(45)483 Adjustments (1) : De pre ci a ti on a nd a morti za ti on i te ms 2 142 429 (100) 12 (88) Amorti za ti on of i nta ngi bl e s a nd othe r - 98 92 - (30) (30) Equi ty-ba s e d compe ns a ti on 58 14 28 - 54 54 De fe rre d ta x be ne fi t (e xpe ns e ) (9) (8) 6 - 20 20 N-Sta r CDO bond di s counts a nd non-ca s h i nte re s t i ncome - - (28) - - - Unre a l i ze d (ga i n) l os s / Prov. for l oa n l os s e s , ne t / I mpa i rme nt of RE 4 (30) 197 (2) (3) (5) Re a l i ze d (ga i n) l os s on i nve s tme nts - - 11 (2) - (2) Di s tri buti ons /a dj. to joi nt ve nture pa rtne rs 13 (108) (44) - 1 1 Tra ns a cti on cos ts a nd othe r 10 25 86 (2) - (2) 8 485 160 154 9 (28) 166 9 (138) 119 Pro forma Core FFO / CAD$199$260$534($151)$102($49) We i ghte d a ve ra ge s ha re s (3)195128177 Re porte d Core FFO / CAD pe r s ha re$1.02$2.03$3.02 Excha nge ra ti o1.0000x1.4663x1.0996x $944 Pro forma we i ghte d a ve ra ge s ha re s1951881958 (4) Pro forma Core FFO / CAD per share 586 $1.61 Merger / FV Adjustments NRF Sales Initiatives NRF Colony NSAM