Axa Core Europe Fund S.C.S., Sicav-Sif managed by AXA Real Estate Investment Managers SGP entered into a definitive agreement to acquire Northstar Realty Europe Corp. (NYSE:NRE) from Colony Capital, Inc. (NYSE:CLNY) and others for approximately $890 million on July 3, 2019. Pursuant to the terms of transaction, the shareholders of Northstar Realty Europe Corp. will receive $17.01 in cash for each share held. The transaction will be finance through the arrangement of equity financing and available cash at closing. Upon termination, Northstar will pay $31 million to AXA Real Estate as termination fees while AXA Real Estate will pay $53 million to Northstar. The transaction is subject to customary closing conditions, including approval by a majority of Northstar Realty Europe Corp.'s stockholders. Northstar Realty Europe Corp.'s strategic review committee, comprising solely of independent Directors, has unanimously recommended the transaction to the Board of Directors, which has unanimously approved the transaction. As on August 6, 2019, the transaction is approved by German Federal Cartel Office. Northstar Realty Europe Corp.'s shareholders meeting will be held on September 25, 2019. As of September 25, 2019, the transaction has been approved by Northstar's shareholders. The deal is expected to close in the fourth quarter of 2019. As of August 14, 2019, transaction is expected to close at the end of September 2019.

Goldman Sachs & Co. LLC acted as financial advisor and Steven G. Scheinfeld, Warren S. de Wied and Philip Richter of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors for Northstar Realty Europe Corp.'s strategic review committee. Stephen M. Salley and Robert W. Downes of Sullivan & Cromwell LLP, Clifford Chance LLP, and Venable LLP acted as legal advisors for Northstar Realty Europe Corp. Goodwin Procter LLP acted as compensation and benefits counsel while Chris Mangin of Vinson & Elkins LLP acted as tax counsel for Northstar Realty Europe Corp. Deutsche Bank Securities Inc. acted as financial advisor while John T. Cusack and Kerry E. Johnson of DLA Piper LLP acted as legal advisor, and KPMG acted as an accountant for AXA Real Estate. CBRE provided real estate advisory services to AXA Real Estate. D.F. King & Co., Inc. acted as information agent for Northstar Realty Europe Corp. and was paid a fee of $0.013 million.

Axa Core Europe Fund S.C.S., Sicav-Sif managed by AXA Real Estate Investment Managers SGP completed the acquisition of Northstar Realty Europe Corp. (NYSE:NRE) from Colony Capital, Inc. (NYSE:CLNY) and others on September 30, 2019. In conjunction with the transaction, Colony Capital, Inc. received $64.6 million in a lump sum incentive and termination fee payment and $96 million for its 11% ownership position in Northstar Realty Europe Corp. representing a premium of approximately $22 million. Northstar Realty Europe Corp. will be delisted from the New York Stock Exchange.