Blog: DIGITALBRIDGE GROUP, INC. : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) –

Item 7.01 Regulation FD Information.

DataBank Recapitalization

On June 16, 2022, DigitalBridge Group, Inc., a Maryland corporation
(“DigitalBridge” or the “Company”), commenced the recapitalization of DataBank
and certain affiliates of the Company and Cirrus Holdings LP, an acquisition
vehicle funded by affiliates of Swiss Life Asset Management AG (“Purchaser”),
entered into a definitive agreement pursuant to which Purchaser has agreed to
acquire 27% of the fully diluted equity interests in DataBank from existing
investors for approximately $1.2 billion in cash (the “Initial Transaction”).

The Initial Transaction is anticipated to reduce the Company’s indirect
ownership in DataBank to 15.5% and result in cash proceeds of approximately $230
million to DigitalBridge. Additionally, on a DBRG OP share basis, the Company’s
Digital Operating Adjusted EBITDA (as defined in the supplemental financial
report filed as Exhibit 99.2 to the current report on Form 8-K filed by the
Company on May 5, 2022) for the quarter ended March 31, 2022 would have been
reduced by $2.8 million and Total Digital Operating Investment-level debt as of
March 31, 2022 would have been reduced by approximately $119 million. The
valuation reflects a 1.9x multiple of average cost basis of the Company’s four
investments in DataBank since December 2019.

Subsequent stages of the recapitalization are expected to result in incremental
new investors acquiring ownership interests in DataBank from existing investors,
including DigitalBridge, through the fourth quarter of 2022. The
recapitalization transactions are and will be subject to various closing
conditions, including receipt of required regulatory approvals.

The information in this Item 7.01 of this Current Report on Form 8-K shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The
information contained in this Item 7.01 shall not be incorporated by reference
into any filing with the SEC made by the Company, whether made before or after
the date hereof, regardless of any general incorporation language in such

Item 8.01 Other Events.

On June 16, 2022, the Company issued a press release announcing the
recapitalization and Initial Transaction described above. A copy of this press
release is attached to this Current Report on Form 8-K as Exhibit 99.1 and
incorporated by reference herein.

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
Initial Transaction and other anticipated recapitalization transactions will be
completed on the timeframe anticipated or at all, whether the Company will
realize any of the anticipated benefits from the Initial Transaction and the
recapitalization, 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,
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, 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.

   Exhibit No.          Description
      99.1                Press Release, dated June 16, 2022
       104              Cover Page Interactive Data File (embedded within the
                        Inline XBRL document)


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