Item 1.01. Entry into a Material Definitive Agreement.



On July 9, 2021 (the "Closing Date"), DigitalBridge Issuer, LLC and
DigitalBridge Co-Issuer, LLC (together the "Co-Issuers"), special-purpose,
wholly-owned indirect subsidiaries of DigitalBridge Operating Company, LLC
("Parent"), a majority-owned subsidiary of DigitalBridge Group, Inc. (the
"Company"), completed a previously announced financing transaction and issued
$500,000,000 aggregate principal amount of Series 2021-1 Secured Fund Fee
Revenue Notes, consisting of up to $200,000,000 Secured Fund Fee Revenue
Variable Funding Notes, Series 2021-1, Class A-1 (the "Series 2021-1 Variable
Funding Notes") and $300,000,000 aggregate principal amount of 3.933% Secured
Fund Fee Revenue Notes, Series 2021-1, Class A-2 (the "Series 2021-1 Class A-2
Notes" and, together with the Series 2021-1 Variable Funding Notes, the "Series
2021-1 Notes"), in an offering exempt from registration under the Securities Act
of 1933, as amended (the "Securities Act"). The Series 2021-1 Notes are secured
by investment management fees earned by affiliates of the Company, as well as
equity interests in certain portfolio companies and limited partnership
interests in certain funds managed by affiliates of the Company, as collateral.

The Series 2021-1 Notes were issued under a Base Indenture, dated July 9, 2021,
a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1
(the "Base Indenture"), and the related indenture supplement, dated as of July
9, 2021, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 4.2 (the "Series 2021-1 Supplement" and collectively with the Base
Indenture, the "Indenture"), each among the Co-Issuers, DigitalBridge Holdings
1, LLC ("Holdings 1"), DigitalBridge Holdings 2, LLC ("Holdings 2") and
DigitalBridge Holdings 3, LLC ("Holdings 3", and together with Holdings 1 and
Holdings 2, collectively, the "Closing Date Asset Entities"), and Citibank,
N.A., as trustee (in such capacity, the "Indenture Trustee"). The Indenture
allows the Co-Issuers to issue additional series of notes in the future, subject
to certain conditions.

Series 2021-1 Class A-2 Notes



Interest on the Class A-2 Notes is payable quarterly at a rate of 3.933% per
annum. In addition, if the Co-Issuers fail to satisfy certain financial
conditions set forth in the Indenture, they will be required to prepay principal
on the Series 2021-1 Class A-2 Notes with available funds. The final maturity
date of the Series 2021-1 Class A-2 Notes is in September 2051, but, unless
earlier prepaid to the extent permitted under the Indenture, the anticipated
repayment date of the Series 2021-1 Class A-2 Notes is in September 2026. If the
Co-Issuers have not repaid or refinanced the Series 2021-1 Class A-2 Notes prior
to the anticipated repayment date, additional interest will accrue on the unpaid
principal balance of the Series 2021-1 Class A-2 Notes and the Series 2021-1
Class A-2 Notes will begin to amortize on a quarterly basis.

Series 2021-1 Variable Funding Notes



The Series 2021-1 Variable Funding Notes allow for drawings on a revolving
basis. Drawings and certain additional terms related to the Series 2021-1
Variable Funding Notes are governed by the Series 2021-1 Class A-1 Note Purchase
Agreement, dated July 9, 2021 (the "Variable Funding Note Purchase Agreement"),
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference, by and among the Co-Issuers, the Co-Guarantors (as defined below),
the Closing Date Asset Entities, Colony Capital Investment Holdco, LLC, as
manager (the "Manager"), certain conduit investors, financial institutions and
funding agents, and Barclays Bank PLC, as provider of letters of credit and as
administrative agent. Interest payments and principal payments, if any, on the
Series 2021-1 Variable Funding Notes are payable on a quarterly basis. Interest
on the Series 2021-1 Variable Funding Notes will generally be based on (i) the
London interbank offered rate for U.S. Dollars (or an alternative benchmark
determined in accordance with the terms of the Variable Funding Note Purchase
Agreement) or (ii) with respect to advances made by conduit investors, the
weighted average daily commercial paper rate with respect to such conduit
investors, as more fully set forth in the Variable Funding Note Purchase
Agreement. There is a commitment fee on the unused portion of the Series 2021-1
Variable Funding Notes facility, which will be calculated as described in the
Variable Funding Notes Purchase Agreement. As of the Closing Date, it is
anticipated that the principal and interest on the Series 2021-1 Variable
Funding Notes will be repaid in full on or prior to September 2024, subject to
two one-year extensions at the option of the Co-Issuers (subject to the
satisfaction of certain conditions as set forth in the Variable Funding Note
Purchase Agreement). Following the anticipated repayment date (and any
extensions thereof), additional interest will accrue on the Series 2021-1
Variable Funding Notes. A portion of the Series 2021-1 Variable Funding Notes
will be available for issuance as one or more letters of credit.


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

Guarantees and Security



Each of the Co-Issuers has granted a security interest in 100% of the equity
interest in the Closing Date Asset Entities (and any additional asset entities)
owned by it to the Indenture Trustee on behalf of the noteholders and the other
secured parties as collateral security for the Series 2021-1 Notes. The Closing
Date Asset Entities have guaranteed the Series 2021-1 Notes and granted a
security interest to the Indenture Trustee (and additional asset entities will
guarantee and grant a security interest to the Indenture Trustee) on behalf of
. . .


Item 1.02.   Termination of a Material Definitive Agreement.

In connection with the closing of the sale of the Series 2021-1 Notes described
in Item 1.01 of this Current Report on Form 8-K, on the Closing Date, Parent
terminated the Second Amended and Restated Credit Agreement, dated

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

as of January 10, 2017 (as amended from time to time, the "Credit Agreement"),
among Parent, the lenders from time to time party thereto and JPMorgan Chase
Bank, N.A., as administrative agent. Prior to the termination of the Credit
Agreement, Parent repaid all outstanding obligations thereunder. Early
termination of the Credit Agreement did not require payment of any early
termination penalties.


Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 8.01. Other Events.



In connection with the completion of the refinancing transaction, the Company
issued a press release on July 12, 2021, which is attached hereto as Exhibit
99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits. The following exhibits are being filed with this Current Report on
Form 8-K.

    Exhibit No.           Description
        4.1                 Base Indenture, dated as of July 9, 2021, by

and between DigitalBridge

Issuer, LLC, DigitalBridge Co-Issuer, LLC,

together as Co-Issuers, certain


                          indirect and direct subsidiaries of the

Co-Issuers and Citibank, N.A., as


                          Trustee.
        4.2                 Series 2021-1 Supplement to Base Indenture,

dated as of July 9, 2021, by and


                          between DigitalBridge Issuer, LLC and

DigitalBridge Co-Issuer, LLC, together


                          as Co-Issuers of the Series 2021-1 secured fund

fee revenue notes, Class A-2,


                          and Series 2021-1 variable funding senior notes,

Class A-1, certain indirect


                          and direct subsidiaries of the Co-Issuers and

Citibank, N.A., as Trustee.


       10.1                 Class A-1 Note Purchase Agreement, dated as of

July 9, 2021, by and among

DigitalBridge Issuer, LLC and DigitalBridge

Co-Issuer, LLC, together as


                          Co-Issuers, each of DigitalBridge Holdings 1,

LLC, DigitalBridge Holdings 2,


                          LLC and DigitalBridge Holdings 3, LLC,

DigitalBridge Guarantor, LLC and

DigitalBridge Co-Guarantor, LLC, as

Co-Guarantors, Colony Capital Investment

Holdco, LLC, as Manager, the conduit investors

party thereto, the financial


                          institutions party thereto, certain funding

agents, and Barclays Bank PLC, as


                          L/C Provider and Administrative Agent.
       10.2                 The Guarantee and Security Agreement, dated as

of July 9, 2021, between

DigitalBridge Guarantor, LLC and Citibank, N.A.,

as Trustee.


       10.3                 The Guarantee and Security Agreement, dated as

of July 9, 2021, between

DigitalBridge Co-Guarantor, LLC and Citibank,

N.A., as Trustee.


       10.4                 Management Agreement, dated as of July 9, 2021,

by and among DigitalBridge

Issuer, LLC and DigitalBridge Co-Issuer, LLC,

together as Co-Issuers, each of

DigitalBridge Holdings 1, LLC, DigitalBridge

Holdings 2, LLC and DigitalBridge


                          Holdings 3, LLC    ,     DigitalBridge Guarantor,

LLC and DigitalBridge

Co-Guarantor, LLC, as Co-Guarantors, and Colony

Capital Investment Holdco,


                          LLC    ,     as Manager.
       99.1                 Press Release, dated July 12, 2021
        104               Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

© Edgar Online, source Glimpses