UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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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 | |||
Exhibit 5.1
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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