Item 3.02. Unregistered Sales of Equity Securities.
As previously announced, on October 11, 2021, DigitalBridge Group, Inc. (the
"Company") and DigitalBridge Operating Company, LLC (the "Issuer") entered into
a privately negotiated exchange agreement (the "Exchange Agreement") with
certain noteholders (the "Noteholders") of the Issuer's 5.75% Exchangeable
Senior Notes due 2025 (the "2025 Notes"), pursuant to which the Noteholders
agreed to exchange $43.974 million in aggregate principal amount of the
outstanding 2025 Notes for shares of the Company's class A common stock, par
value $0.01 per share ("Common Stock"). On October 20, 2021, the Company
exchanged 20,040,072 shares of Common Stock in exchange for $43.974 million in
aggregate principal of the 2025 Notes and paid the Noteholders accrued but
unpaid interest in cash.
The exchange of treasury shares of Common Stock for the 2025 Notes was made
pursuant to an exemption from registration provided in Section 4(a)(2) of the
Securities Act of 1933, as amended. This Current Report on Form 8-K does not
constitute an offer to exchange the 2025 Notes or other securities of the Issuer
for Common Stock or other securities of the Company.
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