DigitalBridge Group, Inc. (“DigitalBridge”), today announced that DigitalBridge and DigitalBridge Operating Company, LLC (the "Issuer") entered into privately negotiated exchange agreements (the “Early Exchange Agreements”) with certain noteholders (the “Noteholders”) of the Issuer’s 5.75% Exchangeable Senior Notes due 2025 (the “2025 Notes”), pursuant to which the Noteholders have agreed to exchange approximately $60 million in aggregate principal amount of the outstanding 2025 Notes for a combination of shares of DigitalBridge’s class A common stock, par value $0.01 per share (“Common Stock”) and a fixed cash payment.
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DigitalBridge (NYSE: DBRG) is a leading global digital infrastructure REIT. With a heritage of over 25 years investing in and operating businesses across the digital ecosystem including cell towers, data centers, fiber, small cells, and edge infrastructure. (Graphic: Business Wire)
Under the terms of the Early Exchange Agreements, the original exchange ratio of 434.7826 shares per $1,000 of value has been adjusted to account for savings on future interest payments otherwise due to the Noteholders. For example, using the closing price of DigitalBridge Common Stock on March 3, 2022 of $7.37, the exchange ratio would be 454.9266 shares per $1,000 of value, with the incremental 20 shares representing value for the incremental interest otherwise due to the Noteholders through 2025. DigitalBridge has agreed to issue the Noteholders 25.6 million of shares of Common Stock and a fixed cash payment of $14.4 million inclusive of accrued but unpaid interest. DigitalBridge expects to complete the exchanges on or around March 8, 2022, subject to customary closing conditions.
“With this additional $60 million, we’ve now exchanged a total of $222 million of the 2025 Notes representing approximately three quarters of the original issuance” said Jacky Wu, CFO of DigitalBridge. “The annualized $13 million interest savings highlights the continued improvement of our capital structure and increased DigitalBridge cash flows.”
The exchanges of Common Stock for the 2025 Notes are being made pursuant to an exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended. This press release does not constitute an offer to exchange the 2025 Notes or other securities of the Issuer for Common Stock or other securities of DigitalBridge or the Issuer. The foregoing description of the Early Exchange Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Early Exchange Agreements.
About DigitalBridge
DigitalBridge (NYSE: DBRG) is a leading global digital infrastructure REIT. With a heritage of over 25 years investing in and operating businesses across the digital ecosystem including cell towers, data centers, fiber, small cells, and edge infrastructure, the DigitalBridge team manages a $45 billion portfolio of digital infrastructure assets on behalf of its limited partners and shareholders. Headquartered in Boca Raton, DigitalBridge has key offices in New York, Los Angeles, London, and Singapore. For more information, visit: www.digitalbridge.com
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This press release 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. Additional information about these and other factors can be found in DigitalBridge’s Annual Report on Form 10-K for the year ended December 31, 2021, and its other reports filed from time to time with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect DigitalBridge’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. DigitalBridge cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. DigitalBridge is under no duty to update any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and DigitalBridge does not intend to do so.
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