Item 3.02. Unregistered Sales of Equity Securities.
On November 24, 2021, DigitalBridge Group, Inc. (the "Company") and
DigitalBridge Operating Company, LLC (the "Issuer") completed two privately
negotiated transactions resulting in the exchange of 53,325,348 shares of the
Company's class A common stock, par value $0.01 per share ("Common Stock"), for
$117.287 million in aggregate principal amount of the Issuer's 5.75%
Exchangeable Senior Notes due 2025 (the "2025 Notes"). First, pursuant to the
exchange agreement entered into and announced on November 16, 2021, the Company
issued 48,347,183 shares of Common Stock to certain noteholders in exchange for
$106.337 million in aggregate principal amount of the 2025 Notes and paid
accrued but unpaid interest of approximately $2.2 million in cash to such
noteholders. In the second exchange, pursuant to an exchange agreement entered
into on November 18, 2021, the Company issued 4,978,165 shares of Common Stock
to certain noteholders of the 2025 Notes in exchange for $10.950 million in
aggregate principal amount of the outstanding 2025 Notes and paid accrued but
unpaid interest of approximately $0.2 million in cash to such noteholders.
The exchanges of shares of Common Stock for 2025 Notes described above were 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.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
DIGITALBRIDGE GROUP, INC. 
