Explanatory Note
This Amendment No. 2 (the “Amendment”) amends the statement on Schedule 13D originally filed by NRF RED REIT Corp. (“RED
REIT”), NRF Holdco, LLC (“NRF Holdco”), Colony Capital Operating Company, LLC (“CCOC”), and Colony Capital, Inc. (“Colony Capital”) on December 13, 2018, as amended
by Amendment No. 1 to the Schedule 13D filed by RED REIT, NRF Holdco, CCOC, Colony Capital and CLNC Manager, LLC (“Manager”, and collectively with RED REIT, NRF Holdco, CCOC, and Colony Capital, the “Reporting
Persons”) on November 7, 2019 (the “Schedule 13D”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise
provided herein, each Item of the Schedule 13D remains unchanged.
This Amendment is being filed to amend and restate Items 4 and 5, as set forth
below. Other than as described herein, there have been no changes in the number of shares of the outstanding Class A Common Stock of the Issuer that may be deemed to be beneficially owned by the Reporting Persons.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Persons may engage in communications with one or more stockholders of the Issuer, one or more members of the board of directors of the Issuer
and other management members of the Issuer, and may make suggestions concerning the Issuer’s operations, prospects, business and financial strategies, strategic transactions (including M&A opportunities available to the Issuer), assets and
liabilities, business and financing alternatives, the composition of the board of directors of the Issuer, the Issuer’s management team and such other matters as the Reporting Persons may deem relevant to its investment in the Shares. The
Reporting Persons intend to review their investment in the Shares and the Issuer on a continuing basis and may, from time to time and at any time in the future, depending on various factors, including without limitation, the Issuer’s
performance, financial condition, strategic direction and prospects, actions taken by the board of directors of the Issuer, the market for the Shares, other opportunities available to the Reporting Persons, general economic and industry conditions,
stock market conditions and other factors, take such actions with respect to the investment in the Shares and the Issuer as they deem appropriate, including without limitation (i) disposing of any or all of the Shares in the open market or in
privately-negotiated transactions, (ii) making additional purchases of Shares either in the open market or in privately-negotiated transactions, or (iii) entering into derivative transactions with respect to the Shares.
Colony Capital currently plans to dispose of its management agreement with the Issuer. In connection therewith, the Reporting Persons plan to take any and all
such actions as may be necessary or appropriate for Colony Capital to enter into an agreement with the Issuer and/or one or more third parties with respect to a disposition of such management agreement, whether in the form of an internalization of
the management of the Issuer (including, but not limited to, the possible internalization set forth in the non-binding letter that Thomas J. Barrack, Jr., the Executive Chairman and Chief Executive Officer of
Colony Capital, delivered to the Issuer’s independent directors on November 6, 2019, which was included as Exhibit 99.2 to Amendment No. 1 to the Schedule 13D and is incorporated herein by reference), a sale of Colony
Capital’s management agreement with the Issuer, or a similar transaction the effect of which is to dispose of Colony Capital’s management agreement with the Issuer. The scope of such transaction is focused on Colony Capital’s
management agreement with the Issuer, and not Colony Capital’s private credit investment management platform and associated private credit assets. There can be no assurance that Colony Capital will reach an agreement with the Issuer and/or one
or more third parties with respect to any such transaction or that any such transaction will be completed.
In connection with the resignation of Kevin P.
Traenkle as the Issuer’s Chief Executive Officer and President, Colony Capital identified an interim Chief Executive Officer and President for the Issuer in accordance with the terms of the management agreement between Colony Capital and the
Issuer, which selection was approved by the Issuer’s board of directors. If a disposition transaction (as described above) does not occur, Colony Capital will, consistent with its obligations under the management agreement, identify a permanent
chief executive officer and president for the Issuer, subject to approval by the Issuer’s board of directors.