AGREEMENT AND PLANS OF MERGER dated as of June 2, 2016 among NORTHSTAR REALTY FINANCE CORP., COLONY CAPITAL, INC., NORTHSTAR ASSET MANAGEMENT GROUP INC., NEW POLARIS INC., NEW SIRIUS INC., NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, SIRIUS MERGER...Agreement and Plans of Merger • June 8th, 2016 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
AGREEMENT AND PLANS OF MERGER, dated as of June 2, 2016 (this “Agreement”), among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (“Sirius”), COLONY CAPITAL, INC., a Maryland corporation (“Constellation”), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“Polaris”), NEW POLARIS INC., a Maryland corporation and a wholly owned Subsidiary of Polaris (“New Polaris”), SIRIUS MERGER SUB-T, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Sirius (“Sirius Sub”), NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership and a Subsidiary of Sirius (“Sirius LP”), NEW SIRIUS INC., a Maryland corporation and a wholly owned Subsidiary of Sirius (“New Sirius”) and NEW SIRIUS MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of New Sirius (“New Sirius Sub”).
