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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25,
2022
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DIGITALBRIDGE GROUP, INC. |
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(Exact Name of Registrant as Specified in Its Charter) |
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Maryland |
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001-37980 |
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46-4591526 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Commission
File Number) |
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(I.R.S. Employer
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):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act: |
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Title of Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Class A Common Stock, $0.01 par value |
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DBRG |
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New York Stock Exchange |
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Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par
value |
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DBRG.PRH |
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New York Stock Exchange |
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Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par
value |
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DBRG.PRI |
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New York Stock Exchange |
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Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par
value |
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DBRG.PRJ |
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New York Stock Exchange |
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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).
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Emerging growth company
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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. |
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Item 1.01. Entry into a Material Definitive
Agreement.
On March 25, 2022, DigitalBridge Group, Inc., a Maryland
corporation (the “Company”), through DB SAF Pillar Holdings, LLC
(the “Purchaser”), a wholly-owned indirect subsidiary of the
Company’s operating company, DigitalBridge Operating Company, LLC
(“DBOC”), entered into an Agreement for Sale and Purchase (the
“Agreement”) with Telenet Group Holding NV (the “Seller”), under
which the Purchaser has agreed to acquire the mobile
telecommunications tower business of the Seller. Pursuant to the
Agreement, the Purchaser will acquire one hundred percent (100%) of
the issued and outstanding shares in Telenet Newco NV (“TowerCo”),
an entity formed under Belgian law immediately prior to signing the
Agreement, to which all of the Seller’s passive infrastructure and
tower assets, including the Seller’s nationwide footprint of 3,322
sites in Belgium (the “Transferring Business”), shall be
transferred pursuant to the partial demerger process (the “Partial
Demerger”) (the “Reorganization”), for an aggregate purchase price
of approximately €745 million (approximately $820 million) (the
“Purchase Price”) subject to the terms and conditions of the
Agreement (the “Transaction”). The Purchase Price will be subject
to customary net debt and net working capital adjustments, and an
adjustment based on the number of towers held by the Transferring
Business as of the date of completion of the Transaction
(“Completion”).
The parties’ obligations to consummate the Transaction are subject
to completion of the Partial Demerger and other customary
completion steps. The Transaction is not subject to any financing
or regulatory conditions. The parties to the Agreement have each
made customary representations and warranties and covenants in the
Agreement. As part of the Transaction and Agreement, DBOC provided
an equity commitment letter for approximately €458 million
(approximately $509 million) and obtained debt financing
commitments from financial institutions for the remainder of the
Purchase Price.
Under the Agreement, if the Reorganization is not complete on or
prior to the date falling six (6) months following the date of the
Agreement (the “Long Stop Date”), the Purchaser may extend the Long
Stop Date by up to ninety (90) days, or terminate the Agreement.
Either of the Seller or the Purchaser may (upon written notice to
the defaulting party) terminate the Agreement if Completion has not
occurred on or prior to the Long Stop Date as a result of the
Seller or the Purchaser failing to comply with their respective
Completion obligations under the Agreement, subject to the ability
for the non-defaulting party to fix a new date for Completion
and/or effect Completion so far as practicable taking into account
the Completion default(s) which have occurred.
Pursuant to the Agreement, Telenet will enter into a long-term
Master Lease Agreement (“MLA”) with TowerCo, which includes an
initial period of 15 years and two renewals of 10 years each. The
MLA also includes a build-to-suit (“BTS”) commitment to deploy a
minimum of 475 additional new sites with Telenet acting as a
subcontractor to TowerCo, and provides for payment for such
services to Telenet over time.
The Company currently expects the Transaction to be completed in
the second quarter of 2022, following the expiry of a mandatory six
week statutory waiting period under Belgian law for effecting the
Partial Demerger, however, there is no assurance that the
Transaction will close in the timeframe contemplated or on the
terms anticipated, if at all.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Agreement, a copy of which is being filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
Cautionary Statement regarding Forward-Looking
Statements
This current report 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, whether the Purchaser will
complete the acquisition of TowerCo within the time
frame and on the terms anticipated or at all, whether the Company
will realize any of the anticipated benefits from the acquisition,
and other risks and uncertainties, including those detailed in the
Company’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 the Company’s good faith
beliefs, assumptions and expectations, but they are not guarantees
of future performance. The Company cautions investors not to unduly
rely on any forward-looking statements. The forward-looking
statements speak only as of the date of this current report. The
Company is under no duty to update any of these forward-looking
statements after the date of this current report on Form 8-K, nor
to conform prior statements to actual results or revised
expectations, and the Company does not intend to do
so.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits. The following exhibits are being filed with this
Current Report on Form 8-K.
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Exhibit No. |
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Description |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
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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.
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Date:
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March 31, 2022 |
DIGITALBRIDGE GROUP, INC.
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By: |
/s/ Jacky Wu
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Jacky Wu |
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Executive Vice President and Chief Financial Officer |
DigitalBridge (NYSE:DBRG-G)
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DigitalBridge (NYSE:DBRG-G)
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