As filed with the Securities and Exchange Commission on October 11, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
COLONY CREDIT REAL ESTATE, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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38-4046290
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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515 S. Flower Street, 44th Floor
Los Angeles, CA 90071
(310) 282-8820
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
David A.
Palamé
590 Madison Avenue, 34th Floor
New York, New York 10022
(212) 230-3300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPY TO:
David
W. Bonser
Hogan Lovells US LLP
555 Thirteenth Street, NW
Washington, DC 20004
Tel: (202) 637-5600
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as
registrant determines based on market conditions and other factors.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act) other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act).
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered (1)
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee (1)(2)
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Class A Common Stock, $0.01 par value per share
(3)
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Preferred Stock, $0.01 par value per share (3)
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Depositary Shares, representing Preferred Stock (3)
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Warrants (3)(4)
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Rights (3)
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Total
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(1)
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The securities covered by this registration statement may be sold or otherwise distributed separately, together
or as units with other securities covered by this registration statement. This registration statement covers offers, sales and other distributions of the securities listed in this table from time to time at prices to be determined. This registration
statement also covers Class A common stock, preferred stock, depositary shares, warrants and rights that may be offered or sold under delayed delivery contracts pursuant to which the counterparty may be required to purchase such securities, as
well as such contracts themselves. Such contracts would be issued with the specific securities to which they relate.
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(2)
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In accordance with Rules 456(b) and 457(r) under the Securities Act, Colony Credit Real Estate, Inc. is
deferring payment of all of the registration fee.
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(3)
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The registration statement covers an indeterminate amount of securities of each identified class of securities,
including an indeterminate amount of Class A common stock and preferred stock that may be issued upon conversion of preferred stock registered under this registration statement or upon exercise of common stock warrants registered under this
registration statement. No separate consideration will be received for Class A common stock or preferred stock that are issued upon conversion of preferred stock registered under this registration statement. An indeterminate aggregate offering
price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices.
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(4)
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The warrants covered by this registration statement may be warrants for Class A common stock, preferred
stock or depositary shares.
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