DigitalBridge : Unregistered Sales of Equity Securities - Form 8-K

dbrg-20211020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2021

DIGITALBRIDGE GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-37980	46-4591526
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

750 Park of Commerce Drive, Suite 210

Boca Raton, Florida33487

(Address of Principal Executive Offices, Including Zip Code)

[phone]

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value	DBRG	New York Stock Exchange
Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par value	DBRG.PRH	New York Stock Exchange
Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value	DBRG.PRI	New York Stock Exchange
Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value	DBRG.PRJ	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	October 20, 2021	DIGITALBRIDGE GROUP, INC.
By:	/s/ Jacky Wu
Jacky Wu
Executive Vice President and Chief Financial Officer