DigitalBridge Announces Exchanges with Holders of $60 Million of Exchangeable Notes
March 04 2022 - 7:00AM
Business Wire
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
Cautionary Statement regarding Forward-Looking
Statements
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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version on businesswire.com: https://www.businesswire.com/news/home/20220304005069/en/
Investors: Severin White Managing Director, Head of Public
Investor Relations severin.white@digitalbridge.com (212) 547-2777
Media: Joele Frank, Wilkinson Brimmer Katcher Jon Keehner / Aura
Reinhard (212) 355-4449 DBRG-jf@joelefrank.com
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