8-K
DigitalBridge Group, Inc. (DBRG)
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): June 1, 2022
| DIGITALBRIDGE GROUP, INC. | ||||
|---|---|---|---|---|
| (Exact Name of Registrant as Specified in Its Charter) | Maryland | 001-37980 | 46-4591526 | |
| --- | --- | --- | ||
| (State or Other Jurisdiction of<br>Incorporation or Organization) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
750 Park of Commerce Drive, Suite 210
Boca Raton, Florida 33487
(Address of Principal Executive Offices, Including Zip Code)
(561) 544-7475
(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 8.01. Other Events.
On June 1, 2022, DigitalBridge Group, Inc. (the “Company”), through DB SAF Pillar Belgium Bidco BV ("Purchaser"), a wholly-owned indirect subsidiary of the Company’s operating company, DigitalBridge Operating Company, LLC ("DBOC"), completed the acquisition of one hundred percent (100%) of the issued and outstanding shares in Telenet Newco NV (“TowerCo”), a Belgian entity to which all of the mobile passive infrastructure and tower assets of Telenet Group Holding NV (“Seller”) were transferred prior to closing. Purchaser acquired TowerCo for cash consideration of approximately $805 million, excluding transaction related expenses, pursuant to the Agreement for Sale and Purchase between Seller and DB SAF Pillar Holdings, LLC, dated as of March 25, 2022, as further described in the Company’s Current Report on Form 8-K filed on March 31, 2022. Prior to closing, a third-party investor contributed approximately $215 million to an indirect parent of Purchaser controlled by DBOC, which was used to partially fund the purchase price.
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: | June 2, 2022 | DIGITALBRIDGE GROUP, INC. | |
|---|---|---|---|
| By: | /s/ Jacky Wu | ||
| Jacky Wu | |||
| Executive Vice President and Chief Financial Officer |