Item 1.01 Entry into a Material Definitive Agreement.

Stockholders Agreement



On April 30, 2021, in connection with the closing of the previously-announced
internalization transaction of the management of Colony Credit Real Estate,
Inc., a Maryland corporation ("CLNC"), Colony Capital Operating Company, LLC
("CLNY OP"), a Delaware limited liability company and the operating company of
Colony Capital, Inc., a Maryland corporation (the "Company"), and CLNC entered
into an amended and restated stockholders agreement of CLNC (the "Stockholders
Agreement"). CLNC OP beneficially owns approximately 36.1% of the outstanding
shares of stock of CLNC. Pursuant to the terms of the Stockholders Agreement,
for so long as CLNY OP and certain of its affiliates beneficially own at least
10% of the outstanding shares of stock of CLNC, CLNY OP and its affiliates are
obligated to vote their shares in favor of the director nominees recommended by
the board of directors of CLNC (the "CLNC Board"), against any director nominees
not recommended by the CLNC Board and against removal of any then-incumbent
directors of the CLNC Board, in each case at any meeting of CLNC's stockholders
that occurs prior to the 2023 annual meeting of CLNC's stockholders.

In addition, until the earlier of (x) December 31, 2022 and (y) the date on
which CLNC's stockholders are first permitted pursuant to the advance notice
provisions of CLNC's bylaws to submit proposals to be included in CLNC's proxy
statement relating to the 2023 annual meeting of CLNC's stockholders, the
Company and its controlled affiliates are subject to customary standstill
restrictions, including an obligation not to initiate or make shareholder
proposals, nominate directors, or participate in proxy solicitations.

CLNY OP and its affiliates are also prohibited from, directly or indirectly,
acquiring beneficial ownership of any outstanding equity securities of CLNC or
Credit RE or any options, warrants, rights to acquire, or securities convertible
into or exchangeable for, equity securities of CLNC or Credit RE or any voting
rights in respect thereof.

The foregoing description of the Stockholders Agreement and the transactions
contemplated by such agreement does not purport to be complete and is qualified
in its entirety by reference to the Stockholders Agreement, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by
reference herein. The Stockholders Agreement has been included to provide you
with information regarding its terms. It is not intended to provide any other
factual information about the Company or the other parties thereto or any of
their respective businesses.

Item 8.01 Other Events.



On April 30, 2021, the Company issued a press release announcing the completion
of the internalization described above. A copy of this press release is attached
to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference
herein.

Cautionary Statement Regarding Forward-Looking Statements



This Current Report on Form 8-K 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. You can also identify
forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve known and unknown risks, uncertainties,
assumptions and contingencies, many of which are beyond the Company's 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 the Company's actual results to differ from those set forth
in the forward-looking statements: the Company's ability to realize
efficiencies, as well as anticipated strategic and financial benefits from
                                      -2-
--------------------------------------------------------------------------------

the Internalization and related transactions; or uncertainties regarding the
ongoing impact of the novel coronavirus (COVID-19). The foregoing list of
factors is not exhaustive. Additional information about these and other factors
can be found in Part I, Item 1A of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2020, as well as in the Company's other
filings with the U.S. Securities and Exchange Commission. Moreover, each of the
factors referenced above are likely to also be impacted directly or indirectly
by the ongoing impact of COVID-19 and investors are cautioned to interpret
substantially all of such statements and risks as being heightened as a result
of the ongoing impact of COVID-19.

The Company cautions investors not to unduly rely on any forward-looking
statements. The forward-looking statements speak only as of the date of this
Current Report on Form 8-K. The Company is under no duty to update any of these
forward-looking statements after the date of this Current Report on Form 8-K,
nor to conform prior statements to actual results or revised expectations, and
the Company does not intend to do so.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.               Description
       10.1                 Amended and Restated Stockholders Agreement,

dated as of April 30, 2021,


                          by and between Colony Credit Real Estate, Inc.

and Colony Capital Operating

Company, LLC
       99.1                 Press Release dated May 3, 2021
        104               Cover Page Interactive Data File (embedded within the Inline XBRL
                          document).












                                      -3-

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses