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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): April 1, 2022
DIGITALBRIDGE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland001-3798046-4591526
(State or Other Jurisdiction of
Incorporation or Organization)		(Commission
File Number)		(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):
☐
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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par valueDBRGNew York Stock Exchange
Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par valueDBRG.PRHNew York Stock Exchange
Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par valueDBRG.PRINew York Stock Exchange
Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par valueDBRG.PRJNew 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 1.01.     Entry into a Material Definitive Agreement.

On April 1, 2022, certain subsidiaries of DigitalBridge Group, Inc. entered into amendments to certain agreements governing its securitized financing facility to, among other things, increase the amount that may be borrowed on a revolving basis under the facility. DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC (together, the “Co-Issuers”), and DigitalBridge Holdings 1, LLC, DigitalBridge Holdings 2, LLC and DigitalBridge Holdings 3, LLC (collectively, the “Asset Entities”), each a special-purpose, wholly-owned indirect subsidiary of DigitalBridge Operating Company, LLC, the operating company of DigitalBridge Group, Inc., entered into the following amendments, each dated as of April 1, 2022: (i) the First Amendment to the Base Indenture, by and among the Co-Issuers, the Asset Entities and Citibank, N.A., as indenture trustee, (ii) Amendment No. 1 to the Series 2021-1 Supplement, among the Co-Issuers, the Asset Entities and Citibank, N.A., as indenture trustee, and (iii) Amendment No. 1 to the Series 2021-1 Class A-1 Note Purchase Agreement, by and among the Co-Issuers, the Asset Entities, DigitalBridge Investment Holdco, LLC and Barclays Bank PLC, as administrative agent (collectively, the “Amendments”). The Amendments, among other things, effectuate a $100 million increase to the maximum principal amount of the Series 2021-1 Class A-1 Variable Funding Notes (the “VFN Notes”) to $300 million and incorporate provisions to replace LIBOR with Term SOFR as the benchmark for accruing interest on the VFN Notes. The foregoing summary is subject to, and qualified in its entirety by reference to, the complete copies of the Amendments attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 10.3, respectively.

Item 2.03.     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
     Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

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
4.1
4.2
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)






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:
April 5, 2022
DIGITALBRIDGE GROUP, INC.
By:
/s/ Jacky Wu
Jacky Wu
Executive Vice President and Chief Financial Officer



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