SEC Filing Summary: Colony NorthStar, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Colony NorthStar, Inc. (the "Company") on February 23, 2017. The filing follows a series of merger transactions completed on January 10, 2017, wherein NorthStar Asset Management Group Inc. ("NSAM"), NorthStar Realty Finance Corp. ("NRF"), and Colony Capital Inc. ("Colony") merged into Colony NorthStar. As a result, Colony NorthStar became the successor to NSAM, with its Class A common stock listed on the NYSE under the symbol "CLNS."
Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes regarding the independent registered public accounting firm.
Material Changes
The primary material change reported is the replacement of the Company's independent registered public accounting firm:
- New Auditor: Ernst & Young LLP ("EY") was engaged as the independent registered public accounting firm for the year ending December 31, 2017.
- Former Auditor: Grant Thornton LLP ("GT") was dismissed as the independent registered public accounting firm.
- Transition Plan: GT will complete the audit of NSAM's consolidated financial statements for the year ended December 31, 2016, for inclusion in the Company's Form 10-K.
Management Commentary, Risks, and Contingencies
Management stated that GT's dismissal was not due to any reasons related to the reporting or accounting operations, policies, or procedures of the Company. The filing confirms the following regarding the transition:
- No Disagreements: There were no "disagreements" with GT on matters of accounting principles, practices, financial statement disclosure, or auditing scope/procedure during the years ended December 31, 2016 and 2015, or the interim period through February 28, 2017.
- No Reportable Events: There were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K during the relevant periods.
- Consultations: The Company did not consult with EY regarding accounting principles or audit opinions prior to engagement.
- Historical Opinions: GT's reports for the years ended December 31, 2016 and 2015 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
Key Facts for Investor Verification
- Verify the effective date of the merger transactions (January 10, 2017) and the succession of NSAM to Colony NorthStar.
- Confirm the engagement of Ernst & Young LLP for the 2017 fiscal year audit.
- Review the attached letter from Grant Thornton LLP (Exhibit 16.1) to confirm their agreement with the Company's disclosure regarding the dismissal.
- Monitor the upcoming Form 10-K filing to ensure the 2016 audit is completed by Grant Thornton LLP as planned.