Business Combinations (Tables)

12 Months Ended

Dec. 31, 2018

Summary of Consideration and Preliminary Allocation to Assets Acquired and Liabilities Assumed

The following table summarizes the Company's real estate acquisitions, excluding real estate acquired as part of business combinations discussed in Note 3.



($ in thousands)						Purchase Price Allocation ⁽¹⁾
	Acquisition Date	Property Type and Location	Number of Buildings	Purchase Price ⁽¹⁾		Land and Improvements		Building and Improvements		Lease Intangible Assets		Lease Intangible Liabilities
Year Ended December 31, 2018
Asset Acquisitions⁽²⁾
	September	Healthcare—United Kingdom⁽³⁾	1	$	24,444	$	10,506	$	12,458	$	1,480	$	—
	November	Office and Industrial—France	220	478,844		125,949		314,661		38,234		—
	Various	Industrial—Various in U.S.⁽⁴⁾	40	569,442		131,334		412,900		30,183		(4,975		)
				$	1,072,730	$	267,789	$	740,019	$	69,897	$	(4,975	)
Year Ended Ended December 31, 2017
Asset Acquisitions
	January	Industrial—Spain	2	$	10,374	$	3,855	$	5,564	$	955	$	—
	June	Office—Los Angeles, CA ⁽⁵⁾	1	455,699		93,577		314,590		50,518		(2,986		)
	Various	Industrial—Various in U.S.	55	636,690		137,005		472,747		31,512		(4,574		)
				$	1,102,763	$	234,437	$	792,901	$	82,985	$	(7,560	)



($ in thousands)						Purchase Price Allocation ⁽¹⁾
	Acquisition Date	Property Type and Location	Number of Buildings	Purchase Price ⁽¹⁾		Land and Improvements		Building and Improvements		Lease Intangible Assets		Lease Intangible Liabilities
Year Ended Ended December 31, 2016
Business Combinations ⁽⁶⁾
	January	Industrial—Spain	23	$	94,403	$	33,265	$	56,585	$	5,318	$	(765	)
	April	Industrial—Massachusetts, U.S.	1	34,900		5,235		27,731		1,934		—
	May	Office—France	1	18,203		14,150		3,815		388		(150		)
	Various	Industrial—Various in U.S.	18	201,635		36,974		151,689		16,063		(3,091		)
Asset Acquisitions
	Various	Industrial—Various in U.S.	12	113,200		20,749		84,724		8,398		(671		)
				$	462,341	$	110,373	$	324,544	$	32,101	$	(4,677	)

__________


⁽¹⁾	Dollar amounts of purchase price and allocation to assets acquired and liabilities assumed are translated using foreign exchange rates as of the respective dates of acquisition, where applicable.


⁽²⁾	Useful life of real estate acquired in 2018 is 5 to 51 years for buildings, 6 to 14 years for site improvements and 4 months (based on remaining lease terms) to 10 years for both tenant improvements and lease intangibles.


⁽³⁾	Net leased senior housing acquired pursuant to a purchase option under the Company's development facility to the healthcare operator at a purchase price equivalent to the outstanding loan balance.


⁽⁴⁾	Includes acquisition of $13.1 million of land for co-development with operating partners.


⁽⁵⁾	In September 2017, 90% of equity in the property holding entity was syndicated to third party investors. The new equity partners were granted certain participation rights in the business, resulting in a deconsolidation of the investment. The interest retained by the Company is reflected as an equity method investment.

Colony NorthStar

Business Acquisition [Line Items]

Schedule of Fair Value of Merger Consideration

Fair value of the merger consideration was determined as follows:



(In thousands, except price per share)	NSAM			NRF		Total
Outstanding shares of common stock prior to closing of the Merger	190,202			183,147
Replacement equity-based awards attributable to pre-combination services⁽ⁱ⁾	300			150
	190,502			183,297
Exchange ratio⁽ⁱⁱ⁾	1.4663			1.3335
Implied shares of Colony common stock issued in consideration	129,920			137,456		267,376
Price per share of Colony class A common stock	$	21.52		$	21.52	$	21.52
Fair value of implied shares of Colony common stock issued in consideration	$	2,795,890		$	2,958,039	$	5,753,929
Fair value of the Company's preferred stock issued⁽ⁱⁱⁱ⁾	—			1,010,320		1,010,320
Fair value of NRF stock owned by NSAM ^(iv)	(43,795		)	—		(43,795		)
Total merger consideration	$	2,752,095		$	3,968,359	$	6,720,454

__________


(i)	Represents the portion of non-employee restricted stock unit awards that did not vest upon consummation of the Merger and pertains to services rendered prior to the Merger.


(ii)	Represents (a) the pre-determined exchange ratio of one share of Colony common stock for 1.4663 shares of the Company's common stock; and (b) the derived exchange ratio of one share of Colony common stock for 1.3335 shares of NRF common stock based on the pre-determined exchange ratio of one NRF share of common stock for 1.0996 shares of the Company's common stock.


(iii)	Fair value of the Company's preferred stock issued was measured based on the shares of NRF preferred stock outstanding at the Closing Date and the closing traded price of the respective series of NRF preferred stock on the Closing Date, including accrued dividends, as follows:



(In thousands, except price per share)	Number of Shares Outstanding	Price Per Share		Fair Value
NRF preferred stock
Series A 8.75%	2,467	$	25.61	$	63,182
Series B 8.25%	13,999	25.15		352,004
Series C 8.875%	5,000	25.80		128,995
Series D 8.50%	8,000	25.82		206,597
Series E 8.75%	10,000	25.95		259,542
Fair value of the Company's preferred stock issued	39,466			$	1,010,320


(iv)	Represents 2.7 million shares of NRF common stock owned by NSAM prior to the Merger and canceled upon consummation of the Merger, valued at the closing price of NRF common stock of $16.13 on the Closing Date.

Schedule of Fair Values and Allocation of the Merger

The following table presents the final allocation of the merger consideration to assets acquired, liabilities assumed and noncontrolling interests of NSAM and NRF based on their respective fair values as of the Closing Date. The resulting goodwill represents the value expected from the economies of scale and synergies created through combining the operations of the merged entities, and is assigned to the investment management segment.



	Final Amounts at December 31, 2017
(In thousands)	NSAM		NRF		Total
Assets
Cash and cash equivalents	$	152,858	$	107,751	$	260,609
Restricted cash	18,052		158,762		176,814
Real estate	—		9,874,406		9,874,406
Loans receivable	28,485		331,056		359,541
Investments in unconsolidated ventures	76,671		544,111		620,782
Securities	3,065		427,560		430,625
Identifiable intangible assets	661,556		352,551		1,014,107
Management agreement between NSAM and NRF	1,514,085		—		1,514,085
Assets held for sale	—		2,096,671		2,096,671
Other assets	93,455		681,003		774,458
Total assets	2,548,227		14,573,871		17,122,098
Liabilities
Debt	—		6,723,222		6,723,222
Intangible liabilities	—		213,218		213,218
Management agreement between NSAM and NRF	—		1,514,085		1,514,085
Liabilities related to assets held for sale	—		1,281,406		1,281,406
Tax liabilities	169,387		60,446		229,833
Accrued and other liabilities	979,969		307,450		1,287,419
Total liabilities	1,149,356		10,099,827		11,249,183
Redeemable noncontrolling interests	78,843		—		78,843
Noncontrolling interests—investment entities	—		505,685		505,685
Noncontrolling interests—Operating Company	8,162		—		8,162
Fair value of net assets acquired	$	1,311,866	$	3,968,359	$	5,280,225

Merger consideration	2,752,095		3,968,359		6,720,454
Goodwill	$	1,440,229	$	—	$	1,440,229

CPI

Business Acquisition [Line Items]

Summary of Consideration and Preliminary Allocation to Assets Acquired and Liabilities Assumed

The following table summarizes the consideration and allocation to assets acquired and liabilities assumed.



(In thousands)	Final Amounts at December 31, 2017
Consideration
Carrying value of loans receivable outstanding at the time of restructuring	$	182,644
Cash	49,537
Total consideration	$	232,181
Identifiable assets acquired and liabilities assumed
Cash	$	303
Restricted cash	12,600
Real estate	543,649
Real estate held for sale	21,605
Lease intangibles and other assets	27,685
Debt	(277,590		)
Tax liabilities	(32,078		)
Lease intangibles and other liabilities	(61,205		)
Liabilities related to assets held for sale	(2,788		)
Fair value of net assets acquired	$	232,181

THL Hotel Portfolio

Business Acquisition [Line Items]

Summary of Consideration and Preliminary Allocation to Assets Acquired and Liabilities Assumed

The following table summarizes the consideration and the final allocation to assets acquired and liabilities assumed. The estimated fair values and allocation were subject to retrospective adjustments during the measurement period, not to exceed twelve months, based upon new information obtained about facts and circumstances that existed as of the date of acquisition. During the six months ended June 30, 2018, adjustments were made to the allocation of values among real estate held for sale, real estate held for investment, intangible assets and intangible liabilities. Included in the consolidated statement of operations for the six months ended June 30, 2018 was a $1.8 million decrease to depreciation expense and an immaterial increase to ground lease expense to reflect the effects of the measurement period adjustments as of the acquisition date on July 1, 2017.



(In thousands)	Final Amounts at June 30, 2018
Consideration
Carrying value of the Company's junior mezzanine loan receivable at the time of foreclosure	$	310,932
Cash	43,643
Contingent consideration (Note 14)	6,771
Total consideration	$	361,346
Identifiable assets acquired and liabilities assumed
Cash	$	16,188
Restricted cash	18,479
Real estate	1,184,447
Real estate held for sale	69,676
Intangible and other assets	26,711
Debt	(907,867		)
Intangible and other liabilities	(46,288		)
Fair value of net assets acquired	$	361,346