13D Filing: Bow Street LLC and Northstar Realty Europe Corp (NRE)

On
May 12, 2017, Bow Street entered into a stock purchase
agreement (the “Stock Purchase Agreement”) with Colony Capital Operating
Company, LLC (the “Buyer”) pursuant to which, among other things,
(i) Bow Street sold 3,723,934 shares of Common Stock at a price per share of $12.75 for an aggregate purchase
price of Forty-Seven Million Four Hundred Eighty
Thousand One Hundred Fifty Eight and 50/100 Dollars ($47,480,158.50); (ii) Bow Street
agreed, for a period of two years from the date of the Stock Purchase Agreement or until
such earlier time as the restrictions in the Stock Purchase Agreement terminate as provided
in the Stock Purchase Agreement (the “Standstill Period”) to be bound
by certain “standstill” provisions which generally will prevent it and certain
affiliates from (v) purchasing or encouraging any other person to purchase outstanding
shares of Common Stock, (w) forming or participating in a “group” (as defined
under the Securities Exchange Act of 1934) with respect to the Issuer, (x) seeking representation
on the Issuer’s board of directors (the “Board”), (y) arranging
or participating in any financing for the purchase of any securities or assets of the
Issuer or (z) entering into any discussions or arrangements with any third party with
respect to any of the foregoing; and (iii) for an additional period of two years
beyond the Standstill Period (the “Additional Limited Standstill Period”),
Bow Street agrees to continue to be bound by the “standstill” provisions
described in (ii) above, except that Bow Street may acquire securities of the Issuer
not in excess of 4.9% of the Common Stock, and Bow Street must vote any acquired securities
consistent with the recommendation of the Board, subject to certain exceptions. As further
described in the Stock Purchase Agreement, if the Company enters into a definitive agreement
providing for a Sale Transaction (as defined in the Stock Purchase Agreement) or publicly
announces its intention to pursue such a transaction or a tender or exchange offer is
consummated that would result in a Sale Transaction or if Colony NorthStar, Inc., or
an affiliate thereof, ceases to be the manager and adviser to the Company, then the standstill
provisions described above shall automatically terminate.

In addition, as described
in the Stock Purchase Agreement, the Buyer shall cause Colony Northstar, Inc. to use commercially reasonable efforts to
cause the Company to permit Bow Street to participate in either a marketed process for, or negotiations related to, certain
transactions related to the sale of the assets of the Company, or the Buyer shall invite Bow Street into certain negotiations
related to certain transactions related to the asset management contract of the Company, should any of the foregoing marketed
processes or negotiations occur. The foregoing summary of the Stock Purchase Agreement is qualified in its entirety by
reference to the full text of the Stock Purchase Agreement, which is attached as Exhibit 3 hereto and incorporated
herein by reference.

In
addition to the foregoing, Bow Street has withdrawn the previously announced Offer.