8-K

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 5, 2023

DIGITALBRIDGE GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)  

Maryland	001-37980	46-4591526
(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 Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock, $0.04 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 April 5, 2023, DigitalBridge Group, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “DRIP Prospectus Supplement”) to its prospectus dated April 3, 2023, which was included in the registration statement on Form S-3 (Registration No. 333-271089) filed with the SEC on April 3, 2023. The DRIP Prospectus Supplement relates to up to 500,000 shares of the Company’s Class A common stock, $0.04 par value per share (the “Common Stock”), that may be offered and sold from time to time pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan. The Company’s Dividend Reinvestment and Direct Stock Purchase Plan is designed to provide the Company’s existing shareholders and interested new investors with a method of purchasing Common Stock and investing all or a percentage of their cash dividends in additional Common Stock.

An opinion of the Company’s counsel, Hogan Lovells US LLP, regarding the legality of the Common Stock covered by the DRIP Prospectus Supplement described above is filed as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
5.1	Opinion of Hogan Lovells US LLP regarding the legality of the Common Stock
23.1	Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
104	Cover 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, 2023	DIGITALBRIDGE GROUP, INC.
		By:	/s/ Jacky Wu
			Jacky Wu
			Executive Vice President and Chief Financial Officer

EX-5.1

Exhibit 5.1

  Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004
T +1 202 637 5600
F +1 202 637 5910
www.hoganlovells.com

April 5, 2023

Board of Directors

DigitalBridge Group, Inc.

750 Park of Commerce Drive, Suite 210

Boca Raton, Florida 33487

Ladies and Gentlemen:

We are acting as counsel to DigitalBridge Group, Inc., a Maryland corporation (the “Company”), in connection with the public offering of up to 500,000 shares of the Company’s Class A common stock, $0.04 par value per share (the “Common Stock”), all of which Common Stock may be offered and sold by the Company from time to time in accordance with the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”), as described in the prospectus supplement dated April 5, 2023 (the “Prospectus Supplement”) and the accompanying prospectus dated April 3, 2023 (together with Prospectus Supplement, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (No.333-271089) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the applicable provisions of the Maryland General Corporation Law, as amended, currently in effect. We express no opinion herein as to any other statutes, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) the issuance and sale of the Common Stock in accordance with the terms of the Plan as contemplated by the Registration Statement and (ii) receipt by the Company of the consideration specified in the Plan, the Common Stock will be validly issued, fully paid, and nonassessable.

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com

Board of Directors DigitalBridge Group, Inc. - 2 - April 5, 2023

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Common Stock pursuant to the Plan, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Hogan Lovells US LLP

HOGAN LOVELLS US LLP

XML

Cover	Apr. 05, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 05, 2023
Entity File Number	001-37980
Entity Registrant Name	DIGITALBRIDGE GROUP, INC.
Entity Central Index Key	0001679688
Entity Tax Identification Number	46-4591526
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	750 Park of Commerce Drive
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	561
Local Phone Number	544-7475
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Title of 12(b) Security	Class A Common Stock, $0.04 par value
Trading Symbol	DBRG
Security Exchange Name	NYSE
Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par value[Member]
Title of 12(b) Security	Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par value
Trading Symbol	DBRG.PRH
Security Exchange Name	NYSE
Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value [Member]
Title of 12(b) Security	Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value
Trading Symbol	DBRG.PRI
Security Exchange Name	NYSE
Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value [Member]
Title of 12(b) Security	Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value
Trading Symbol	DBRG.PRJ
Security Exchange Name	NYSE