DigitalBridge Announces Exchange with Holders of $106 Million of Exchangeable Notes
November 16 2021 - 9:00AM
Business Wire
DigitalBridge Group, Inc. (“DigitalBridge”), today announced
that DigitalBridge and DigitalBridge Operating Company, LLC (the
"Issuer") entered into a privately negotiated exchange agreement
(the “Early 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 have
agreed to exchange approximately $106 million in aggregate
principal amount of the outstanding 2025 Notes for shares of
DigitalBridge’s class A common stock, par value $0.01 per share
(“Common Stock”), similar to the previous privately negotiated
exchange which closed in October 2021.
Under the terms of the Early Exchange Agreement, 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 November 15, 2021 of $8.17
(assuming a consistent price across the adjustment period described
below), the exchange ratio would be 452.1261 shares per $1,000 of
value, with the incremental 17 shares representing value for the
incremental interest otherwise due to the Noteholders through 2025.
In this example, the number of shares of Common Stock to be issued
by DigitalBridge to the Noteholders would be approximately 48.1
million shares.
The Early Exchange Agreement incorporates a reference price and
an adjustment mechanism to capture fluctuations in the price of the
Common Stock for the next five trading days, and DigitalBridge
expects to complete the exchange on or around November 24, 2021,
subject to customary closing conditions. DigitalBridge has agreed
to pay the Noteholders accrued but unpaid interest on their 2025
Notes in cash, which is approximately $2.2 million through the
anticipated closing date.
“We’re pleased to have now exchanged a total of $150 million of
the 2025 Notes, representing half of the original issuance” said
Jacky Wu, CFO of DigitalBridge. “This agreement continues to
accelerate the steady improvement of DigitalBridge cash flows.”
The exchange of treasury shares of Common Stock for the 2025
Notes is 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 Agreement.
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 $40 billion
portfolio of digital infrastructure assets on behalf of its limited
partners and shareholders. Headquartered in Boca Raton,
DigitalBridge has key offices in Los Angeles, New York, London, and
Singapore.
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. Factors that might cause such a difference include,
without limitation, the whether DigitalBridge will complete the
exchange within the timeframe anticipated or at all, whether
DigitalBridge will realize any of the anticipated benefits from the
exchange, and other risks and uncertainties, including those
detailed in DigitalBridge’s Annual Report on Form 10-K for the year
ended December 31, 2020, Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2021, June 30, 2021 and September 30,
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/20211116005858/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 DBRG-jf@joelefrank.com (212) 355-4449
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