This Tender Offer Statement on Schedule TO (the “Schedule TO”) is filed by Colony Capital, Inc., a Maryland corporation (the “Company”),
and relates to the offer (the “Offer”) by the Company to purchase any and all of its issued and outstanding 3.875% Convertible Senior Notes due 2021 (the
“Convertible Notes”) for cash, at a purchase price equal to $1,000 per $1,000 principal amount of Convertible Notes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 27, 2020 (the “Offer to Purchase”). The Company will also pay to each Holder who validly
tenders the Convertible Notes pursuant to the Offer all accrued and unpaid interest up to but excluding the date on which the Convertible Notes are
purchased. The Company’s obligation to accept for payment, and to pay for, any Convertible Notes validly tendered and not validly withdrawn pursuant to
the Offer is subject to satisfaction or waiver of all the conditions described in the Offer to Purchase. This Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended. This Schedule TO incorporates by reference certain sections of
the Offer to Purchase specified below in response to Items 1 through 13, except those items to which information is specifically provided herein. The Offer
to Purchase is filed as Exhibit (a)(1)(i) hereto.
Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase in the section entitled “Summary Term Sheet” is incorporated herein by reference.
Item 2. Subject Company Information
(a) Name and Address. The issuer of the securities subject to the Offer is Colony Capital, Inc., a Maryland corporation, with its principal executive
offices located at 515 South Flower Street, 44
th Floor, Los Angeles, California, 90071, and telephone number (310) 282-8820.
(b) Securities. The subject class of securities is the Company’s 3.875% Convertible Senior Notes due 2021. As of August 27, 2020, there was
$112,811,000 aggregate principal amount of Convertible Notes outstanding.