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): January 10, 2024
| 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 January 10, 2024, DigitalBridge Group, Inc. (the "Company") announced that following the execution of a series of agreements, including the conversion of certain earnout payments to investors in Vantage SDC (Stabilized Data Centers) to equity interests in Vantage SDC and the modification of certain governance rights of Vantage SDC in connection therewith on December 31, 2023, DigitalBridge no longer holds a controlling financial interest in Vantage SDC and will deconsolidate Vantage SDC effective December 31, 2023. Vantage SDC was the sole remaining asset in the Company’s Operating segment, which will be discontinued, with investment management as DigitalBridge’s sole line of business as of December 31, 2023. The Company’s equity investment in Vantage SDC, representing a 12.8% ownership interest (diluted from 13.1% as part of this transaction and excluding interests held by limited partners in vehicles managed and consolidated by the Company) will be carried under Investments on the Company’s balance sheet.
A copy of the Company’s press release announcing the deconsolidation is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated January 10, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | January 10, 2024 | DIGITALBRIDGE GROUP, INC. | |
|---|---|---|---|
| By: | /s/ Jacky Wu | ||
| Jacky Wu | |||
| Executive Vice President and Chief Financial Officer |
Document
DigitalBridge Completes Deconsolidation of Vantage SDC
Finalizes Corporate Transition to Pure-Play Alternative Asset Manager
Dedicated to Digital Infrastructure
Achieves Key 2023 Simplification Initiative Including
De-Leveraging of Balance Sheet
BOCA RATON, Fla.--(BUSINESS WIRE)—January 10, 2024-- DigitalBridge Group, Inc. (NYSE: DBRG) (“DigitalBridge” or the “Company”) today announced that following the execution of a series of agreements, including the conversion of certain earnout payments to investors in Vantage SDC (Stabilized Data Centers) to equity interests in Vantage SDC and the modification of certain governance rights of Vantage SDC in connection therewith on December 31, 2023, DigitalBridge no longer holds a controlling financial interest in Vantage SDC and will deconsolidate Vantage SDC effective December 31, 2023.
Marc Ganzi, CEO of DigitalBridge, said, “I am pleased to report that today we are a pure-play alternative asset manager, fully aligned with our investment partners to drive long-term returns powered by the secular demand for digital infrastructure and our history of building value in the sector. With the deconsolidation of Vantage SDC, we achieved a key 2023 objective, simplifying our business profile and reporting structure, while continuing to maintain financial exposure to Vantage SDC’s high-quality data center assets serving key power-constrained North American markets.”
Vantage SDC was the sole remaining asset in the Company’s Operating segment, which will be discontinued, with investment management as DigitalBridge’s sole line of business as of December 31, 2023. The Company’s equity investment in Vantage SDC, representing a 12.8% ownership interest (diluted from 13.1% as part of this transaction and excluding interests held by limited partners in vehicles managed and consolidated by the Company) will be carried under Investments on the Company’s balance sheet.
Vantage SDC is a portfolio of 13 hyperscale data centers serving 4 North American markets and is managed and operated by Vantage Data Centers.
About DigitalBridge
DigitalBridge (NYSE: DBRG) is a leading global alternative asset manager dedicated to investing in digital infrastructure. 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 $75 billion of digital infrastructure assets on behalf of its limited partners and shareholders. Headquartered in Boca Raton, Florida, DigitalBridge has key offices in New York, Los Angeles, London, Luxembourg 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. Factors that might cause such a difference include changes to the level of
demand for digital infrastructure, anticipated changes in our financial reporting following the deconsolidation of Vantage SDC and other risks and uncertainties, including those detailed in DigitalBridge’s Annual Report on Form 10-K for the year ended December 31, 2022, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, and its other reports filed from time to time with the U.S. Securities and Exchange Commission. 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.
INVESTOR RELATIONS
Severin White
Managing Director, Head of Investor Relations
+1 212.547.2777
severin.white@digitalbridge.com
PRESS & MEDIA
Joele Frank, Wilkinson Brimmer Katcher for DigitalBridge
Jon Keehner / Sarah Salky
+1 212.355.4449
dbrg-jf@joelefrank.com