Item 1.01. Entry into a Material Definitive Agreement.

Purchase and Sale Agreement



On September 6, 2021, DigitalBridge Group, Inc., a Maryland corporation (the
"Company"), through DigitalBridge Operating Company, LLC (the "Seller"), entered
into a Purchase and Sale Agreement (the "Agreement") with CWP Bidco LP, an
entity affiliated with Highgate Capital Investments and Aurora Health Network
LLC (the "Buyer"), under which the Buyer has agreed to buy one hundred percent
of the issued and outstanding membership interests of NRF Holdco, LLC ("NRF"),
for an aggregate purchase price of approximately $281,016,686.00 (the "Purchase
Price") subject to the terms and conditions of the Agreement (the "Sale"). In
addition, there are anticipated to be cash distributions of approximately $35
million in the aggregate from NRF and its subsidiaries to Seller prior to the
closing of the transaction (the "Closing"). The Purchase Price will be comprised
of approximately $190,708,343.00 in cash ($12,500,000 of which the Buyer placed
into escrow (the "Deposit")), and the issuance at the Closing of an unsecured
promissory note from the Buyer to the Seller having a principal balance of
approximately $90,308,343.00, subject to adjustment as described below (the
"Seller Note"). The Seller Note will have a per annum interest rate of (i) 6.50%
at all times prior to the second anniversary of the Closing and (ii) 8.50% at
all times on or following the second anniversary of the Closing. The Seller Note
includes mandatory prepayments based on certain events and actions of the Buyer
and its subsidiaries and may include a premium upon prepayment or repayment in
full. The Seller Note will mature on the fifth anniversary of the Closing,
subject to certain mandatory prepayment obligations following the occurrence of
an Event of Default (as defined in the Seller Note). The Purchase Price will be
adjusted for certain amounts contributed to, or distributed from, NRF and its
subsidiaries prior to the Closing, with any adjustment applied pro rata to the
cash purchase price and the principal amount of the Seller Note.

The parties' obligations to consummate the Sale are subject to customary closing conditions, including certain third-party consents. There is no financing condition to closing the Sale. The parties to the Agreement have each made customary representations and warranties and covenants in the Agreement.

Pursuant to the Agreement, at the Closing the parties will enter into a customary transition services agreement pursuant to which each party will provide the other with certain mutually agreed upon transition services. Such agreed-upon services will generally be provided for a period of six months following the Closing.



Each of the Seller and the Buyer may terminate the Agreement if (i) the parties
agree by mutual written consent to terminate the Agreement, (ii) there is in
effect any law or judgment which has become final and non-appealable and which
restrains, prohibits or prevents the consummation of the Sale, (iii) the Closing
has not occurred on or prior to January 31, 2022 (subject to extension to April
30, 2022 if the parties are still pursuing outstanding required consents listed
in the Agreement), or (iv) the other party has breached its representations and
warranties or covenants, subject to customary materiality qualifications and
abilities to cure. In addition, the Buyer may terminate the Agreement at any
time, for any reason or no reason, provided that the Buyer simultaneously
instructs the escrow agent to release the Deposit to the Seller. In the event
the Agreement is terminated by the Buyer as a result of a breach by the Seller
of its representations and warranties and covenants under the Agreement, within
one business day after such termination the parties will cause the escrow agent
to release the Deposit to the Buyer. In the event the Agreement is terminated by
the Seller as a result of a breach by the Buyer of its representations and
warranties and covenants under the Agreement, within one business day after such
termination the parties will cause the escrow agent to release the Deposit to
the Seller.

The Company currently expects the Sale to be completed in early 2022; however,
there is no assurance that the Sale will close in the timeframe contemplated or
on the terms anticipated, if at all.

The foregoing description of the Agreement and the Seller Note does not purport
to be complete and is qualified in its entirety by reference to the Agreement
(and the form of Seller Note attached as an exhibit thereto), a copy of which is
being filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Cautionary Statement regarding Forward-Looking Statements



This current report on Form 8-K may contain forward-looking statements within
the meaning of the federal securities laws. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies, anticipated

--------------------------------------------------------------------------------

events or trends and similar expressions concerning matters that are not
historical facts. In some cases, you can identify forward-looking statements by
the use of forward-looking terminology such as "may," "will," "should,"
"expects," "intends," "plans," "anticipates," "believes," "estimates,"
"predicts," or "potential" or the negative of these words and phrases or similar
words or phrases which are predictions of or indicate future events or trends
and which do not relate solely to historical matters. Forward-looking statements
involve known and unknown risks, uncertainties, assumptions and contingencies,
many of which are beyond our control, and may cause actual results to differ
significantly from those expressed in any forward-looking statement. Factors
that might cause such a difference include, without limitation, whether the
Seller will complete the Sale within the timeframe anticipated or at all,
including the Seller's ability to obtain any necessary third-party approvals to
consummate the Sale, whether the Company will realize any of the anticipated
benefits from the Sale, the timing and pace of the Company's digital
transformation, including the Company's ability to rotate the balance sheet and
redeploy capital into digital infrastructure, whether the Company will realize
any of the anticipated benefits of such transformation, and other risks and
uncertainties, including those detailed in the Company's Annual Report on Form
10-K for the year ended December 31, 2020, Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2021 and June 30, 2021, and its other reports filed
from time to time with the U.S. Securities and Exchange Commission ("SEC"). All
forward-looking statements reflect the Company's good faith beliefs, assumptions
and expectations, but they are not guarantees of future performance. The Company
cautions investors not to unduly rely on any forward-looking statements. The
forward-looking statements speak only as of the date of this current report on
Form 8-K. The Company is under no duty to update any of these forward-looking
statements after the date of this current report on Form 8-K, nor to conform
prior statements to actual results or revised expectations, and the Company does
not intend to do so.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits.

    Exhibit No.           Description
        2.1                 Purchase and Sale Agreement, dated September 6, 2021, between
                          DigitalBridge Operating Company, LLC and CWP Bidco LP
        104               Cover Page Interactive Data File (embedded within

the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses