Filed Pursuant to Rule 424(b)(7)
Registration No. 333-271089
PROSPECTUS SUPPLEMENT
(To prospectus dated April 3, 2023)
32,608,680 Shares
Class A Common Stock
We are the sole managing member of, and at December 31, 2022 owned
approximately 93% of the limited liability company interests of, DigitalBridge Operating Company, LLC (the “Operating Company”).
The Operating Company issued and sold $300,000,000 aggregate principal amount of its 5.75% Exchangeable Senior Notes due 2025 (the “Notes”)
in a private transaction on July 21, 2020, including $40,000,000 aggregate principal amount of Notes issued pursuant to the exercise of
the initial purchasers’ option to purchase additional Notes. As of December 31, 2022, there was $78,422,000 in aggregate principal
amount of the Notes outstanding. Under certain circumstances, we may issue shares of our Class A common stock, par value $0.04 per share
the (“Class A common stock”), upon the exchange of the Notes. In such circumstances, the recipients of such Class A common
stock, whom we refer to as the selling stockholders, may use this prospectus supplement to resell from time-to-time the shares of our
Class A common stock that we may issue to them upon the exchange of the Notes. Additional selling stockholders may be named by future
prospectus supplements. Unless the context requires otherwise, references in this prospectus supplement to “we,” “us”
or “our” are to, collectively, DigitalBridge Group, Inc., a Maryland corporation, and all of our subsidiaries included in
our consolidated financial statements.
The registration of the shares of our Class A common stock covered
by this prospectus supplement does not necessarily mean that any of the selling stockholders will exchange their Notes, or that any shares
of our Class A common stock received upon exchange of the Notes will be sold by the selling stockholders.
We will receive no proceeds from any issuance of shares of our Class
A common stock to the selling stockholders upon exchange of Notes or from any sale of such shares of our Class A common stock by the selling
stockholders, but we have agreed to pay certain registration expenses relating to such shares of our Class A common stock. The selling
stockholders from time-to-time may offer and sell the shares held by them directly or through agents or broker-dealers on terms to be
determined at the time of sale, as described in more detail in the accompanying prospectus.
Our Class A common stock is listed on the New York Stock Exchange
under the symbol “DBRG.” On April 3, 2023, the last reported sale price of our Class A common stock was $11.75 per
share.
An investment in our Class A common stock involves significant
risks. See “Risk Factors” on page 7 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation
to the contrary is a criminal offense.
The date of this prospectus supplement is April
5, 2023.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PROSPECTUS
SELLING STOCKHOLDERS
The Notes were originally issued by the Operating Company, and sold
by the initial purchasers of the Notes in private transactions exempt from the registration requirements of the Securities Act to persons
reasonably believed by the initial purchasers to be qualified institutional buyers as defined by Rule 144A under the Securities Act of
1933, as amended. Under certain circumstances, we may issue shares of our Class A common stock upon the exchange of the Notes. In such
circumstances, the recipients of shares of Class A common stock, whom we refer to as the selling stockholders, may use this prospectus
supplement and any related prospectus supplement to offer and sell from time-to-time the shares of our Class A common stock that may be
issued to them upon the exchange of the Notes. Information about selling stockholders will be set forth in a prospectus supplement and/or
pricing supplement before they offer or sell their securities as and when required.
PROSPECTUS
Class A Common Stock
Preferred Stock
Depositary Shares
Warrants
Rights
We may offer, from time to time, one or more series or classes, separately
or together, and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus, the following securities:
| • | Shares of our Class A common stock, par value $0.04
per share; |
| • | Shares of our preferred stock, par value $0.01 per
share; |
| • | Depositary shares representing our preferred stock; |
| • | Warrants to purchase our Class A common stock, preferred
stock or depositary shares representing preferred stock; and |
| • | Rights to purchase our Class A common stock |
We refer to our Class A common stock, preferred stock, depositary
shares, warrants and rights collectively as the “securities.”
The selling stockholders may offer and sell Class A common stock
from time to time, and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus.
We or any of the selling stockholders will deliver this prospectus
together with a prospectus supplement setting forth the specific terms of the securities we or the selling stockholders are offering.
The applicable prospectus supplement also will contain information, where applicable, about U.S. federal income tax considerations relating
to, and any listing on a securities exchange of, the securities covered by the prospectus supplement. It is important that you read both
this prospectus and the applicable prospectus supplement before you invest in the securities.
We may offer the securities directly to investors, through agents designated
from time to time by them or us, or to or through underwriters or dealers. In addition, the selling stockholders may offer our Class A
common stock directly to investors, though agents designated from time to time by the selling stockholders, or to or through underwriters
or dealers. If any agents, underwriters, or dealers are involved in the sale of any of the securities, their names, and any applicable
purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the
information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution”
on page 32. No securities may be sold without delivery of a prospectus supplement describing the method and terms of the offering
of those securities.
Our Class A common stock is listed on the New York Stock Exchange
(the “NYSE”) under the symbol “DBRG”. On March 31, 2023, the last reported sale price of our Class A
common stock on the NYSE was $11.98 per share. Our Series H preferred stock is listed under the symbol “DBRG.PRH,”
our Series I preferred stock is listed under the symbol “DBRG.PRI” and our Series J preferred stock is listed under
the symbol “DBRG.PRJ” in each case on the NYSE. Our principal executive offices are located at 750 Park of Commerce Drive,
Suite 210, Boca Raton, Florida 33487, and our telephone number is (561) 570-4644.
Investing
in our securities involves risks. See “Risk Factors” beginning on page 7 of this prospectus for certain
risk factors to consider before you decide to invest in the securities offered hereby.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
This prospectus is dated April 3, 2023.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration statement
that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process.
This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide
a prospectus supplement and attach it to this prospectus. Each time the selling stockholders to be named in a supplement to this prospectus
offer our Class A common stock, they will provide a prospectus supplement and attach it to this prospectus. The prospectus supplement
will contain specific information about the terms of the securities being offered at that time. The prospectus supplement may also add,
update or change information contained in this prospectus.
You should rely only on the information provided or incorporated by
reference in this prospectus and any applicable prospectus supplement. Neither we, nor the selling stockholders, have authorized anyone
to provide you with different or additional information. Neither we, nor the selling stockholders, are making an offer to sell these securities
in any jurisdiction where the offer or sale of these securities is not permitted. You should not assume that the information appearing
in this prospectus, any applicable prospectus supplement or the documents incorporated by reference herein or therein is accurate as of
any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since
those dates.
You should read carefully the entire prospectus and any applicable
prospectus supplement, as well as the documents incorporated by reference in the prospectus and any applicable prospectus supplement,
which we have referred you to in “Incorporation of Certain Information by Reference” below, before making an investment decision.
Information incorporated by reference after the date of this prospectus may add, update or change information contained in this prospectus.
Any information in such subsequent filings and any applicable prospectus supplement that is inconsistent with this prospectus will supersede
the information in this prospectus or any earlier prospectus supplement.
Unless the context requires otherwise, references in this prospectus
to “DigitalBridge,” “the Company,” “we,” “us,” “our” or “our company”
are to, collectively, DigitalBridge Group, Inc., a Maryland corporation, and all of our subsidiaries included in our consolidated
financial statements. References in this prospectus to “Operating Company” are to the Company’s operating company, DigitalBridge
Operating Company, LLC, a Delaware limited liability company.
WHERE TO FIND ADDITIONAL INFORMATION
We have filed with the SEC a “shelf” registration statement
on Form S-3, including exhibits, schedules and amendments filed with the registration statement, of which this prospectus is a part,
under the Securities Act of 1933, as amended, with respect to the securities that may be offered by this prospectus. This prospectus is
a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts
of the registration statement in accordance with the rules and regulations of the SEC. For further information with respect to our
company and the securities that may be offered by this prospectus, reference is made to the registration statement, including the exhibits
and schedules to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document
referred to in this prospectus are not necessarily complete and, where that contract or other document has been filed as an exhibit to
the registration statement, each statement in this prospectus is qualified in all respects by the exhibit to which the reference relates.
We are subject to the informational requirements of the Securities
Exchange Act, as amended, or the Exchange Act, and, in accordance therewith, we file annual, quarterly and current reports, proxy statements
and other information with the SEC. Our SEC filings, including the registration statement, are available to you on the SEC’s website
(http://www.sec.gov), which contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC. We maintain a website at www.digitalbridge.com. We make our SEC filings available on our website,
free of charge, as soon as reasonably practicable after such materials are filed with, or furnished
to the SEC. You should not consider information on our website to be part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
SEC rules allow us to incorporate information into this prospectus
by reference, which means that we disclose important information to you by referring you to another document filed separately with the
SEC. The information incorporated by reference is deemed to be part of this prospectus, except to the extent superseded by information
contained herein or by information contained in documents filed with or furnished to the SEC after the date of this prospectus. This prospectus
incorporates by reference the documents set forth below that have been previously filed with the SEC:
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• |
Annual Report on Form 10-K for the year ended December 31, 2022; |
| |
• |
our Definitive Proxy Statement on Schedule 14A filed with the
SEC on March 30, 2022 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2021); |
| |
• |
the description of our Class A common stock under the caption
“Description of Colony NorthStar Capital Stock” included in our Registration Statement on Form S-4, as amended (File No. 333-212739), initially filed with the SEC on July 29, 2016, as updated by Exhibit 4.6 to our Annual Report on Form 10-K for the year ended December 31, 2022 and including any other amendments or reports filed for the purpose
of updating such descriptions; |
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• |
the descriptions of our Series H preferred stock included in our Registration Statement on Form S-4, as amended (File No. 333-212739), initially filed with the SEC on July 29, 2016; |
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• |
the description of our Series I preferred stock included in our Registration Statement on Form 8-A (File No. 001-37980) filed with the SEC on June 5, 2017; and |
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• |
the description of our Series J preferred stock included in our Registration Statement on Form 8-A (File No. 001-37980) filed with the SEC on September 22, 2017. |
We also incorporate by reference into this prospectus additional documents
that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus until
we have sold all of the securities to which this prospectus relates or the offering is otherwise terminated. These documents may include,
among others, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements. We are not, however, incorporating any information furnished under either Item 2.02 or Item 7.01 of any Current Report on
Form 8-K.
You may obtain copies of any of these filings by contacting DigitalBridge
Group, Inc. as described below, or through contacting the SEC or accessing its website as described above. Documents incorporated
by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into
those documents, by requesting them in writing, by telephone or via the Internet at:
DigitalBridge Group, Inc.
750 Park of Commerce Drive, Suite 210
Boca Raton, Florida 33487
(561) 570-4644
Attn: Investor Communications
Website: www.digitalbridge.com
THE INFORMATION CONTAINED ON OUR WEBSITE IS
NOT A PART OF THIS PROSPECTUS.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents that we incorporate by reference
herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend such statements to be covered by the
safe harbor provisions contained therein. 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. You can also identify forward-looking statements
by discussions of strategy, plans or intentions.
The forward-looking statements contained in this contained in this
prospectus and the documents incorporated by reference herein reflect our current views about future events and are subject to numerous
known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly
from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events
to differ materially from those set forth or contemplated in the forward-looking statements:
| • | our ability to grow our business by raising capital for our
funds and the companies that we manage; |
| • | our position as an owner and investment manager of digital
infrastructure and our ability to manage any related conflicts of interest; |
| • | adverse changes in general economic and political conditions,
including those resulting from supply chain difficulties, inflation, interest rate increases, a potential economic slowdown or a recession; |
| • | our exposure to business risks in Europe, Asia and other
foreign markets; |
| • | our ability to obtain and maintain financing arrangements,
including securitizations, on favorable or comparable terms or at all; |
| • | the ability of our managed companies to attract and retain
key customers and to provide reliable services without disruption; |
| • | the reliance of our managed companies on third-party suppliers
for power, network connectivity and certain other services; |
| • | our ability to increase assets under management and expand
our existing and new investment strategies; |
| • | our ability to integrate and maintain consistent standards
and controls, including our ability to manage our acquisitions in the digital infrastructure and investment management industries effectively; |
| • | our business and investment strategy, including the ability
of the businesses in which we have significant investments to execute their business strategies; |
| • | performance of our investments relative to our expectations
and the impact on our actual return on invested equity, as well as the cash provided by these investments and available for distribution; |
| • | our ability to deploy capital into new investments consistent
with our investment management strategies; |
| • | the availability of, and competition for, attractive investment
opportunities and the earnings profile of such new investments; |
| • | our ability to achieve any of the anticipated benefits of
certain joint ventures, including any ability for such ventures to create and/or distribute new investment products; |
| • | our expected hold period for our assets and the impact of
any changes in our expectations on the carrying value of such assets; |
| • | the general volatility of the securities markets in which
we participate; |
| • | the market value of our assets; |
| • | interest rate mismatches between our assets and any borrowings
used to fund such assets; |
| • | effects of hedging instruments on our assets; |
| • | the impact of economic conditions on third parties on which
we rely; |
| • | the impact of any security incident or deficiency affecting
our systems or network or the system and network of any of our managed companies or service providers; |
| • | any litigation and contractual claims against us and our
affiliates, including potential settlement and litigation of such claims; |
| • | the impact of legislative, regulatory and competitive changes,
including those related to privacy and data protection; |
| • | the impact of our transition from a real estate investment
trust to a taxable C corporation for tax purposes, and the related liability for corporate and other taxes; |
| • | whether we will be able to utilize existing tax attributes
to offset taxable income to the extent contemplated; |
| • | our ability to maintain our exemption from registration as
an investment company under the Investment Company Act of 1940, as amended; |
| • | changes in our board of directors or management team, and
availability of qualified personnel; |
| • | our ability to make or maintain distributions to our stockholders;
and |
| • | our understanding of and ability to successfully navigate
the competitive landscape in which we and our managed companies operate. |
While
forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance.
Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions
or factors, of new information, data or methods, future events or other changes. Moreover, because we operate in a very competitive and
rapidly changing environment, new risk factors are likely to emerge from time to time. We caution investors not to place undue reliance
on these forward-looking statements and urge you to carefully review the disclosures we make concerning risks in the section entitled
“Risk Factors” beginning on page 7 of this prospectus and the risk factors set forth in our most recently filed Annual
Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, together with any risk factors contained in or incorporated
by reference to this prospectus and any accompanying prospectus supplements, and in other documents that we may file from time to time
in the future with the SEC.
OUR COMPANY
We are a leading global digital infrastructure investment manager,
deploying and managing capital across the digital ecosystem, including data centers, cell towers, fiber networks, small cells, and edge
infrastructure. Our diverse global investor base includes public and private pensions, sovereign wealth funds, asset managers, insurance
companies, and endowments. At December 31, 2022, we had $53 billion of assets under management, composed of assets managed on behalf
of our limited partners and our shareholders. We are headquartered in Boca Raton, Florida, with key offices in New York, Los Angeles,
London, Luxembourg and Singapore, and have approximately 300 employees.
We operate our business in a manner that will permit us to maintain
our exemption from registration as an investment company under the Investment Company Act of 1940, as amended. We conduct substantially
all of our activities and hold substantially all of our assets and liabilities through our Operating Company. At December 31, 2022,
we owned 93% of the Operating Company, as its sole managing member.
For additional information regarding the Company and its management
and business, please refer to www.digitalbridge.com.
RISK FACTORS
Investing in our securities involves a high degree of risk. You should
carefully consider the risk factors set forth in the “Risk Factors” section of our most recently filed Annual Report on Form 10-K
and any subsequent Quarterly Reports on Form 10-Q, together with all the other information contained or incorporated by reference
into this prospectus and any accompanying prospectus supplements, before making an investment decision to purchase our securities. The
occurrence of any of the events described could materially and adversely affect our business, prospects, financial condition, results
of operations and our ability to make cash distributions to our stockholders, which could cause you to lose all or a significant part
of your investment in our securities. Please also refer to the section entitled “Forward-Looking Statements” and “Incorporation
of Certain Information by Reference.”
USE OF PROCEEDS
Unless otherwise described in the applicable prospectus supplement
to this prospectus used to offer specific securities, we intend to contribute the net proceeds from any sale of the securities pursuant
to this prospectus to the Operating Company in exchange for membership interests in the Operating Company (“OP Units”). Our
Operating Company intends to use the net proceeds from the sale of securities under this prospectus for working capital and general corporate
purposes, which may include, without limitation, the repayment of outstanding indebtedness and the acquisition of our target assets in
a manner consistent with our investment strategies and investment guidelines, including investments in digital real estate and infrastructure.
We will not receive any proceeds from the sale of our Class A
common stock by the selling stockholders.
DESCRIPTION OF COMMON STOCK
General
Our charter provides that we may issue up to 1,250,000,000 shares of
stock, consisting of 949,000,000 shares of Class A common stock, 1,000,000 shares of Class B common stock (“Class B
common stock”), 50,000,000 shares of Performance common stock (“Performance common stock”), and 250,000,000 shares of
preferred stock, of which: (i) 11,500,000 shares are classified as Series H preferred stock; (ii) 13,800,000 shares are
classified as Series I preferred stock; and (iii) 12,650,000 shares are classified as Series J preferred stock. Under Maryland
law, our stockholders generally are not liable for our debts or obligations. Our board has approved an amendment to our charter, which is subject to approval by our stockholders at our 2023
annual meeting, to decrease (i) the number of authorized shares of Class A common stock from 949,000,000
to 237,250,000, (ii) the number of authorized shares of Class B common stock from 1,000,000 to 250,000 and (iii) the number of authorized
shares of Performance common stock from 50,000,000 to 12,500,000. Consistent with the foregoing, the number of overall shares of capital
stock would be reduced from 1,250,000,000 to 500,000,000, inclusive of 250,000,000 authorized shares of preferred stock. Prior to or concurrently
with the filing of such amendment to reduce the authorized shares, we intend to file an amendment to reduce the par value of our common
stock from $0.04 to $0.01 per share.
Voting Rights of Common Stock
Except as may otherwise be specified in the terms of any class or series
of shares of common stock or Performance common stock, each outstanding share of Class A common stock entitles the holder to one
vote and each outstanding share of Class B common stock entitles the holder to 36.5 votes on all matters submitted to a vote of stockholders,
including the election of directors, and, except as provided with respect to any other class or series of shares of stock, the holders
of such shares of Class A common stock and Class B common stock will possess the exclusive voting power and will vote as a single
class. There will be no cumulative voting in the election of directors. A nominee for director shall be elected as a director only if
such nominee receives the affirmative vote of a majority of the total votes cast for and against such nominee, unless there is a contested
election, in which case directors shall be elected by a plurality of votes cast at a meeting. Holders of shares of Performance common
stock are not entitled to vote, except that the consent of the holders of a majority of the shares of Performance common stock, voting
as a separate class, is required for any amendment to our charter that would increase or decrease the aggregate number of shares of Performance
common stock, increase or decrease the par value of the shares of Performance common stock, or alter or change the powers, preferences
or special rights of the Performance common stock so as to affect them adversely.
Under the Maryland General Corporation Law, as amended (the “MGCL”),
a Maryland corporation generally cannot dissolve, amend its charter, merge, convert into another form of entity, sell all or substantially
all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless declared
advisable by our board of directors and approved by the affirmative vote of stockholders holding at least two-thirds of the votes entitled
to be cast on the matter unless a lesser percentage (but not less than a majority of all the votes entitled to be cast on the matter)
is set forth in the corporation’s charter. Our charter provides that these actions may be taken if declared advisable by our board
of directors and approved by the vote of stockholders entitled to cast at least a majority of all the votes entitled to be cast on the
matter. However, Maryland law permits a corporation to transfer all or substantially all of its assets without the approval of the stockholders
of the corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by
the corporation.
Dividends, Liquidation and Other Rights
Subject to the preferential rights of any other class or series of
stock of our company, including our preferred stock, described below, holders of shares of common stock and Performance common stock are
entitled to receive dividends on such shares of stock if, as and when authorized by our board, and declared by us out of assets or funds
legally available therefor. Such holders are also entitled to share ratably in our assets legally available for distribution to our stockholders
in the event of its liquidation, dissolution or winding up or any distribution of our assets after payment or establishment of reserves
or other adequate provision for all debts and liabilities of our company and any class or series of stock with preferential rights related
thereto, including preferred stock. Under Maryland law, stockholders generally are not liable for the corporation’s debts or obligations.
If and when our board authorizes or declares a dividend or other distribution with respect to our Class A common stock, such authorization
or declaration will constitute a simultaneous authorization or declaration of an equivalent dividend or other distribution with respect
to each share of our Class B common stock and each share of our Performance common stock; provided, however, that dividends on shares
of our Performance common stock may not exceed any dividends declared on shares of our Class A common stock at the time such dividend
is made.
Holders of shares of our common stock and Performance common stock
have no preference, conversion (other than as described below with respect to our Class B common stock and Performance common stock),
exchange, sinking fund or redemption rights, have no preemptive rights to subscribe for any of our securities and have appraisal rights
as described below. Shares of our common stock and Performance common stock will have equal dividend, liquidation and other rights.
In the event of any liquidation, dissolution or winding up of our company
or any distribution of the assets of our company, each holder of common stock will be entitled to participate, together with any other
class of stock not having a preference over our common stock, in the distribution of any remaining assets after payment of our debts and
liabilities and distributions to holders of shares having a preference over our common stock.
Power to Reclassify Our Unissued Shares of Our Securities
Our charter authorizes our board to classify and reclassify any unissued
shares of our common stock or preferred stock into other classes or series of shares of our common stock or preferred stock and to establish
the number of shares in each class or series and to set the preferences, conversion and other rights, voting powers, restrictions, limitations
as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series. As a result,
subject to any preferences on the preferred stock, our board could authorize the issuance of a new series or class of shares of preferred
stock that have priority over the common stock with respect to dividends, distributions and rights upon liquidation and with other terms
and conditions that could have the effect of delaying, deterring or preventing a transaction or a change in control that might involve
a premium price for holders of shares of our common stock or otherwise might be in their best interest.
Power to Issue Additional Shares of Our Securities
We believe that the power of our board to issue additional authorized
but unissued shares of our securities and to classify or reclassify unissued shares of our securities and thereafter to cause the issuance
of such classified or reclassified shares of our securities will provide us with increased flexibility in structuring possible future
financings and acquisitions and in meeting other needs that might arise. The additional classes or series will be available for issuance
without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or
automated quotation system on which our securities may be listed or traded. Although our board does not intend to do so, it could authorize
us to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction
or a change in control of our company that might involve a premium price for holders of our securities or that our stockholders might
not view as being in the best interest of our stockholders.
Dissenters’ Rights
Our charter establishes certain dissenters’ rights in addition
to those available to stockholders of a Maryland corporation with stock listed on a national securities exchange. The MGCL provides that
a dissenting or objecting stockholder has the right to demand and receive payment of the fair value of the stockholder’s stock from
a successor corporation if: (i) the corporation consolidates or merges with another corporation; (ii) the corporation’s
stock is to be acquired in a share exchange; (iii) the corporation transfers all or substantially all of its assets in a transaction
requiring approval of the corporation’s stockholders; (iv) the corporation amends its charter in a way which alters the contract
rights, as expressly set forth in the charter, of any outstanding stock and substantially adversely affects the stockholder’s rights,
unless the right to do so is reserved in the charter of the corporation (which right is so reserved in our charter); (v) the transaction
is subject to certain provisions of the Maryland Business Combination Act; or (vi) the corporation is being converted to another
entity form.
The MGCL provides that, subject to a limited exception, a stockholder
may not demand the fair value of the stockholder’s stock and is bound by the terms of the transaction if, among other things, the
stock is listed on a national securities exchange on the record date for determining stockholders entitled to vote on the matter. Holders
of shares of our Class A common stock and Class B common stock shall be entitled to exercise the rights of an objecting stockholder
provided for under Title 3, Subtitle 2 of the MGCL or any successor statute. In addition to the statutory rights of objecting stockholders
and notwithstanding the limitations on exercising the rights of an objecting stockholder when the stock is listed on a national securities
exchange, a holder of shares of our Class A common stock or Class B common stock shall have the additional right, pursuant to
our charter, to demand and receive payment of the fair value of such stockholder’s shares of common stock in any merger, consolidation
or statutory share exchange if the holder is required by the terms of an agreement or plan of merger, consolidation or statutory share
exchange to accept for such shares anything except:
| • | shares of stock of the corporation surviving or resulting
from such merger, consolidation, or statutory share exchange, or depository receipts in respect thereof; |
| • | shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of
the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders; |
| • | cash in lieu of fractional shares or fractional depository
receipts described in the foregoing clauses; or |
| • | any combination of the shares of stock, depository receipts
and cash in lieu of fractional shares or fractional depository receipts described in the foregoing clauses. |
Holders of shares of our Class A common stock or Class B
common stock exercising the rights of an objecting stockholder provided in our charter must comply with the requirements to properly exercise
such rights set forth in Title 3, Subtitle 2 of the MGCL to the same extent as if they were exercising the rights of objecting stockholders
provided for in Title 3, Subtitle 2 of the MGCL or any successor statute.
Conversion of Our Class B Common Stock
Each share of Class B common stock will convert automatically:
| • | into one fully paid and non-assessable share of Class A
common stock, if Thomas J. Barrack, Jr. or any of his family members (or trusts for the benefit of his family members) directly
or indirectly transfers beneficial ownership of Class B common stock other than among each other, for each share of Class B
common stock so transferred; and |
| • | into one fully paid and non-assessable share of Class A common
stock for every 35.5 OP Units involved in such transfer or cessation if Mr. Barrack directly or indirectly transfers beneficial ownership
of any OP Units directly or indirectly held by him, other than to a “Qualified Transferee” (as defined below), any Qualified
Transferee directly or indirectly transfers beneficial ownership of OP Units directly or indirectly held by it other than to Mr. Barrack
or to another Qualified Transferee, or a Qualified Transferee that beneficially owns OP Units ceases at any time to continue to be a “Qualified
Transferee” (including, without limitation, the failure of a Qualified Transferee that is an executive of our company to be employed
by our company or as the result of a divorce or annulment). |
“Qualified Transferee” means Colony Capital, LLC and Colony
Capital Holdings, LLC and any member or interest holder of CCH Management Partners I, LLC, CCH Management Partners II, LLC, Colony Capital,
LLC or Colony Capital Holdings, LLC for so long as any such person remains employed by our company or our affiliates, any family member
or affiliate of such persons or any person controlled by any combination of one or more of such persons or their family members. Neither
our company nor our operating partnership will be a Qualified Transferee. The purpose of this automatic conversion feature is to ensure
that the holders of our Class B common stock do not at any time have votes in excess of the number of OP Units then held by them
(or the other permitted holders described above); to the extent that a share of Class B common stock or any group of 35.5 OP Units
is transferred or ceases to be held by a permitted holder, a share of Class B common stock will convert into one share of Class A
common stock, thereafter carrying only one vote.
Each holder of Class B common stock will have the right, at the
holder’s option at any time and from time to time, to convert all or a portion of such holder’s Class B common stock
into an equal number of fully paid and nonassessable shares of Class A common stock by delivering the certificates (if any) representing
the shares of Class B common stock to be converted, duly endorsed for transfer, together with a written conversion notice to the
transfer agent for Class B common stock (or if there is no transfer agent, to us).
Conversion of Our Performance Common Stock
As all outstanding shares of our Performance common stock converted
automatically to Class A common stock in connection with the tri-party merger among Colony Capital, Inc., NorthStar Asset Management
Group Inc. and NorthStar Realty Finance Corp., which closed on January 10, 2017, we have no shares of Performance common stock outstanding.
We do not intend to issue any Performance common stock in the future.
Warrants to Purchase Class A Common Stock
We have issued affiliates of Wafra, Inc. five warrants, each
of which entitles the holder to purchase up to 1,338,000 shares of our Class A common stock at staggered strike prices between
$9.72 and $24.00 each, exercisable through July 17, 2026. No warrants have been exercised to-date.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company, LLC.
Listing
Our Class A common stock is listed for trading on the NYSE. It
is listed under the symbol “DBRG.”
CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER
AND BYLAWS
The following summary of certain provisions of Maryland law and
our charter and bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to applicable Maryland
law and to our charter and bylaws, copies of which have been filed with the SEC. See “Where to Find Additional Information.”
Our Board of Directors
Our charter and bylaws provide that, subject to the rights of holders
of one or more classes or series of preferred stock, the number of directors of our company may be established by our board but may not
be fewer than the minimum required by the MGCL (which is currently one) nor more than 15. Our charter provides that vacancies on our board
may be filled in the manner provided in our bylaws, which provide that vacancies on our board may be filled by a majority of the remaining
directors in office, even if the remaining directors do not constitute a quorum, or by the stockholders to the extent that such vacancy
results from the removal of a director by the stockholders. Under Maryland law, stockholders may fill a vacancy on our board that is caused
by the removal of a director. Any director elected to fill a vacancy will serve until the next annual meeting of stockholders and until
his or her successor is duly elected and qualified.
There will be no cumulative voting in the election of directors. A
nominee for director shall be elected as a director if such nominee receives the affirmative vote of a majority of the total votes cast
for and against such nominee at a meeting of stockholders duly called and at which a quorum is present. However, directors shall be elected
by a plurality of the votes cast at a meeting of stockholders duly called and at which a quorum is present for which (i) our secretary
receives notice that a stockholder has nominated an individual for election as a director in compliance with the advance notice requirements
set forth in our bylaws; and (ii) such nomination has not been withdrawn by such stockholder on or before the close of business on
the 10th day before the date of filing of our definitive proxy statement with the SEC, and, as a result of which, the number of nominees
is greater than the number of directors to be elected at the meeting. We adopted a resignation policy in our Corporate Governance Guidelines
that requires an incumbent director who fails to receive the required vote for re-election to offer to resign from our board.
Removal of Directors
Our charter provides that, subject to the rights of holders of one
or more classes or series of preferred stock, a director may be removed from office at any time, with or without cause, by the affirmative
vote of the holders of shares entitled to cast a majority of the votes entitled to be cast generally in the election of directors.
Action by Written Consent
Our charter and bylaws, taken together, provide that stockholders may
act by unanimous written consent, or, if the action is first declared advisable by our board of directors, if authorized by the written
consent of stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize the action at
a meeting of stockholders.
Business Combinations
Under Maryland law, “business combinations” between a Maryland
corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent
date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation,
share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities.
An interested stockholder is defined as:
| • | any person who beneficially owns 10% or more of the voting
power of the corporation’s outstanding voting stock; or |
| • | an affiliate or associate of the corporation who, at any
time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then
outstanding voting stock of the corporation. |
A person is not an interested stockholder under the statute if the
board of directors of the corporation approved in advance the transaction by which the person otherwise would have become an interested
stockholder. In approving a transaction, our board may provide that its approval is subject to compliance, at or after the time of approval,
with any terms and conditions determined by our board.
After the five-year prohibition, any business combination between the
Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved
by the affirmative vote of at least:
| • | 80% of the votes entitled to be cast by holders of outstanding
shares of voting stock of the corporation; and |
| • | two-thirds of the votes entitled to be cast by holders of
voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination
is to be effected or held by an affiliate or associate of the interested stockholder. |
These supermajority vote requirements do not apply if the corporation’s
common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration
in the same form as previously paid by the interested stockholder for its shares.
The statute provides various exemptions from its provisions, including
for business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested
stockholder. Pursuant to the statute, our board, through a board resolution, has exempted any business combinations between us and any
person, provided that any such business combination is first approved by our board (including a majority of the directors of our company
who are not affiliates or associates of such person). Consequently, the five-year prohibition and the supermajority vote requirements
will not apply to business combinations between us and any interested stockholders (or their affiliates) that are first approved by our
board of directors. As a result, such parties may be able to enter into business combinations with us that may not be in the best interest
of the stockholders of our company, without compliance with the supermajority vote requirements and the other provisions of the statute.
The business combination statute may discourage others from trying
to acquire control of our company and increase the difficulty of consummating any offer.
Control Share Acquisitions
Maryland law provides that control shares (as defined below) of a Maryland
corporation acquired in a control share acquisition (as defined below) have no voting rights except to the extent approved by the affirmative
vote of the holders entitled to cast two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers
or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting
shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able
to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise
voting power in electing directors within one of the following ranges of voting power:
| • | one-tenth or more but less than one-third; |
| • | one-third or more but less than a majority; or |
| • | a majority or more of all voting power. |
Control shares do not include shares that the acquiring person is then
entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A control
share acquisition means the acquisition of issued and outstanding control shares, subject to certain exceptions.
A person who has made or proposes to make a control share acquisition
may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to
consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain
conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself
present the question at any stockholders meeting.
If voting rights of the control shares acquired in a control share
acquisition are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the
statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously
been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined,
without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror
or, if a meeting of stockholders is held at which the voting rights of the shares are considered and not approved, as of the date of the
meeting. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority
of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes
of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.
The control share acquisition statute does not apply: (i) to shares
acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction; or (ii) to acquisitions approved
or exempted by the charter or bylaws of the corporation.
Our bylaws contain a provision exempting us from the control share
acquisition statute. This provision may be amended or eliminated at any time in the future.
Subtitle 8
Subtitle 8 permits a Maryland corporation with a class of equity securities
registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws
or a resolution of its board of directors and notwithstanding any contrary provision in its charter or bylaws, to any or all of five provisions:
| • | a two-thirds vote requirement for removing a director; |
| • | a requirement that the number of directors be fixed only
by vote of the directors; |
| • | a requirement that a vacancy on the board be filled only
by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and |
| • | a majority requirement for the calling of a special meeting
of stockholders. |
Our charter provides that we may not elect to be subject to any of
the provisions of Subtitle 8.
Amendments to Our Charter
Subject to the rights of any shares of preferred stock outstanding
from time to time, our charter may be amended only if declared advisable by our board and, except in limited circumstances where stockholder
approval is not required by the MGCL, approved by the affirmative vote of the holders of not less than a majority of all of the votes
entitled to be cast on the matter.
Amendments to Our Bylaws
Our bylaws may be amended, altered, repealed, or rescinded by our board
of directors or by stockholders by the affirmative vote of a majority of all the votes entitled to be cast in the election of directors.
Any amendment of our bylaws approved by our stockholders may not thereafter be amended by our board of directors without the affirmative
vote of a majority of all the votes entitled to be cast in the election of directors.
Dissolution
The dissolution of or company must be declared advisable by our board
and approved by the affirmative vote of the holders of not less than a majority of all of the votes entitled to be cast on the matter.
Special Meetings of Stockholders
The Chairman of our board, Vice Chairman of our board, our Chief Executive
Officer, our President and our board may call special meetings of our stockholders. A special meeting of our stockholders to act on any
matter that may properly be considered at a meeting of our stockholders must also be called by our secretary upon the written request
of stockholders entitled to cast 25% of all the votes entitled to be cast on such matter at the meeting and containing the information
required by our bylaws.
Advance Notice of Director Nominations and New Business
Our bylaws provide that with respect to an annual meeting of stockholders,
nominations of persons for election to our board and the proposal of business to be considered by stockholders may be made only: (i) pursuant
to notice of the meeting; (ii) by or at the direction of our board; or (iii) by a stockholder of record at the time of giving
notice, at the record date set by our board for the purpose of determining stockholders entitled to vote at the annual meeting and at
the time of the annual meeting, who is entitled to vote at the meeting in the election of directors and who has complied with the advance
notice procedures of our bylaws. Stockholders generally must provide notice to our secretary not before the 150th day or after the 120th
day before the first anniversary of the date of our proxy statement for the solicitation of proxies for the election of directors at the
preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed
by more than 30 days from the first anniversary of the preceding year’s annual meeting, in order for notice by the stockholder to
be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than
5:00 p.m. (Eastern Time) on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the 10th
day following the day on which public announcement of the date of such meeting is first made.
With respect to special meetings of stockholders, only the business
specified in the notice of the meeting may be brought before the meeting. Nominations of persons for election to the board at a special
meeting may be made only: (i) by the board; or (ii) by a stockholder at a special meeting that has been called in accordance
with our bylaws for the purpose of electing directors, provided that such stockholder is a stockholder of record at the record date set
by our board for the special meeting and has complied with the advance notice provisions of our bylaws. Stockholders generally must provide
notice to our secretary no earlier than the 120th day before such special meeting and no later than the later of the 90th day before the
special meeting or the 10th day after public announcement of the date of the special meeting and the nominees of our board to be elected
at the meeting.
Anti-Takeover Effect of Certain Provisions of Maryland Law and of
Our Charter and Bylaws
The business combination provisions and the control share acquisition
provisions of Maryland law (if later we decide to be bound by such provisions) and the advance notice provisions of our bylaws could delay,
defer or prevent a transaction or a change in the control of our company that might involve a premium price for holders of our common
stock or otherwise be in their best interest.
Exculpation and Indemnification of Our Directors and Officers
Maryland law permits a Maryland corporation to include in its charter
a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for
liability resulting from: (i) actual receipt of an improper benefit or profit in money, property or services; or (ii) active
and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains such a
provision which eliminates liability of our directors and officers to the maximum extent permitted by Maryland law.
Our charter and bylaws obligate our company, to the maximum extent
permitted by Maryland law, to indemnify any present or former director or officer or any individual who, while a director of our company
and at our request, serves or has served another corporation, real estate investment trust, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise as a director, officer, trustee, member, manager, employee, partner or agent,
from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her
service in such capacity and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. Our charter
and bylaws also require us to indemnify and advance expenses to any person who served a predecessor of our company in any of the capacities
described above and any employee or agent of our company or a predecessor of our company.
Maryland law requires a corporation (unless its charter provides otherwise,
which our charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or
she is made a party to, or witness in, by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify
its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party to, or witness
in, by reason of their service in those or other capacities unless it is established that:
| • | the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate
dishonesty; |
| • | the director or officer actually received an improper personal
benefit in money, property or services; or |
| • | in the case of any criminal proceeding, the director or officer
had reasonable cause to believe that the act or omission was unlawful. |
A Maryland corporation may not indemnify a director or officer with
respect to a proceeding by or in the right of the corporation in which the director or officer was adjudged liable to the corporation
or a proceeding charging improper personal benefit to the director or officer in which the director or officer was adjudged liable on
the basis that personal benefit was improperly received. A court may order indemnification if it determines that the director or officer
is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct
or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification is limited to expenses for
an adverse judgment in a suit by or in the right of the corporation, or for a judgment of liability on the basis that personal benefit
was improperly received. In addition, Maryland law permits a corporation, and our charter requires us, to advance reasonable expenses
to a director or officer upon the corporation’s receipt of: (i) a written affirmation by the director or officer of his or
her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and (ii) a
written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately
determined that the standard of conduct was not met.
We have entered into indemnification agreements with each of our directors
and executive officers which require that we indemnify such directors and officers to the maximum extent permitted by Maryland law and
that we pay such persons’ expenses in defending any civil or criminal proceeding in advance of final disposition of such proceeding.
Insofar as indemnification for liabilities arising under the Securities
Act may be provided to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Exclusive Forum
Our bylaws provide that, unless we consent in writing to the selection
of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the U.S. District
Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for: (i) any derivative action or proceeding
brought on behalf of our company; (ii) any action asserting a claim of breach of any duty owed by any director or officer or other
employee of our company to our company or to the stockholders of our company; (iii) any action asserting a claim against our company
or any director or officer or other employee of our company arising pursuant to any provision of the MGCL or our charter or bylaws; or
(iv) any action asserting a claim against us or any director or officer or other employee of our company that is governed by the
internal affairs doctrine.
Restrictions on Ownership and Transfer
Our charter contains certain restrictions on ownership and transfer
that are no longer operative following our determination not to maintain our status as a real estate investment trust under the Internal
Revenue Code commencing with our taxable year ended December 31, 2022.
DESCRIPTION OF PREFERRED STOCK
The following description sets forth certain general terms of the shares
of preferred stock to which any prospectus supplement may relate. This description and the description contained in any accompanying prospectus
supplement are not complete and are in all respects subject to and qualified in their entirety by reference to our charter, the applicable
articles supplementary that describe the terms of the related class or series of preferred stock, and our bylaws, each of which we will
make available upon request.
General
Our charter authorizes our board of directors, without the approval
of our stockholders, to classify any unissued shares of preferred stock and to reclassify any previously classified but unissued shares
of preferred stock of any series. Prior to the issuance of shares of any series, our board of directors is required by the MGCL and our
charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions,
qualifications or terms or conditions of redemption for each such series, all of which will be set forth in articles supplementary to
our charter adopted for that purpose by our board of directors or a duly authorized special committee thereof. Using this authority, our
board of directors could authorize the issuance of shares of preferred stock with terms and conditions that could delay, defer or prevent
a transaction or a change in control that might involve a premium price for holders of our common stock or for other reasons be desired
by them.
Upon issuance against full payment of the purchase price therefor,
shares of preferred stock will be fully paid and nonassessable. The specific terms of a particular class or series of preferred stock
to be offered pursuant to this prospectus will be described in the prospectus supplement or other offering material relating to that class
or series, including a prospectus supplement or other offering material providing that preferred stock may be issuable upon the exercise
of warrants or conversion of other securities issued by us. The description of preferred stock set forth below and the description of
the terms of a particular class or series of preferred stock set forth in the applicable prospectus supplement or other offering material
do not purport to be complete and are qualified in their entirety by reference to the articles supplementary relating to that class or
series.
Rank.
Unless otherwise specified in the applicable prospectus supplement or other offering material, our preferred stock will, with respect
to dividend rights and rights upon our liquidation, dissolution or winding up, rank:
| • | senior to all classes or series of our common stock, and
to all our equity securities ranking junior to such preferred stock with respect to dividend rights or rights upon our liquidation, dissolution
or winding up; |
| • | on a parity with all equity securities authorized or designated
by us, the terms of which specifically provide that such equity securities rank on a parity with the preferred stock with respect to
dividend rights or rights upon our liquidation, dissolution or winding up; and |
| • | junior to all our existing and future indebtedness and to
any class or series of equity securities authorized or designated by us, the terms of which specifically provide that such equity securities
rank senior to the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up. |
Conversion
Right. The terms and conditions, if any, upon which any shares of any class or series of our preferred stock are convertible
into shares of our common stock will be set forth in the applicable prospectus supplement or other offering material relating thereto.
Such terms will include:
| • | the number of shares of our common stock into which the shares
of our preferred stock are convertible; |
| • | the conversion price (or manner of calculation thereof); |
| • | provisions as to whether conversion will be at the option
of the holders of such class or series of our preferred stock or us; |
| • | the events requiring an adjustment of the conversion price;
and |
| • | provisions affecting conversion in the event of the redemption
of such class or series of preferred stock. |
Outstanding Preferred Stock
As of the date of this prospectus, we have outstanding 8,430,251 shares
of our Series H preferred stock, 12,989,127 shares of our Series I preferred stock, and 11,691,817 shares of our Series J
preferred stock.
Holders of our preferred stock will be entitled to receive, when, as
and if authorized by our board of directors, and declared by them out of assets legally available for payment, cumulative cash dividends
at the applicable stated rate. The stated rate for the Series H preferred stock is 7.125% of the $25 liquidation preference per share,
or $1.78125 per share, per annum; the stated rate for the Series I preferred stock is 7.15% of the $25 liquidation preference per
share, or $1.7875 per share, per annum; and the stated rate for the Series J preferred stock is 7.125% of the $25 liquidation preference
per share, or $1.78125 per share, per annum.
We may not redeem the preferred stock prior to five years from the
date of the original issuance of the applicable series of preferred stock, which, for the Series H preferred stock, such five year
period ended on April 13, 2020; for the Series I preferred stock, such five year period ended on June 5, 2022; and for
the Series J preferred stock, such five year period ended on September 22, 2022, except pursuant to certain special optional
redemption rights. On or after five years from the date of the original issuance of the applicable series of preferred stock described
in this paragraph, we may, at our option, upon the notice periods set forth in the applicable Articles Supplementary creating the series
of preferred stock, redeem the preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price
of $25.00 per share, plus all accrued and unpaid dividends thereon to the date fixed for redemption, without interest.
Each outstanding series of our preferred stock is subject to certain
conversion and optional redemption rights upon a change of control.
The foregoing summary of our Series H preferred stock is
qualified in its entirety by reference to the description of Series H preferred included in the Registration Statement on Form S-4,
as amended (File No. 333-212739), initially filed with the SEC on July 29, 2016, a copy of which is incorporated by
reference into this prospectus. The foregoing summary of our Series I preferred stock is qualified in its entirety by reference
to the description of our Series I preferred stock included in our Registration Statement on Form 8-A
(File No. 001-37980) filed on June 5, 2017, a copy of which is incorporated by reference into this prospectus. The
foregoing summary of our Series J preferred stock is qualified in its entirety by reference to the description of our
Series J preferred stock included in our Registration Statement on Form 8-A
(File No. 001-37980) filed on September 22, 2017, a copy of which is incorporated by reference into this
prospectus.
Transfer Agent and Registrar
The transfer agent and registrar for preferred stock is American Stock
Transfer & Trust Company, LLC.
DESCRIPTION OF DEPOSITARY SHARES
General
We may issue receipts for depositary shares, each of which will represent
a fractional interest of a share of a particular series of preferred stock, as specified in the applicable prospectus supplement. Preferred
stock of each series represented by depositary shares will be deposited under a separate deposit agreement among us, the depositary named
therein and the holders from time to time of the depositary receipts. Subject to the terms of the applicable deposit agreement, each owner
of a depositary receipt will be entitled, in proportion to the fractional interest of a share of a particular series of preferred stock
represented by the depositary shares evidenced by such depositary receipt, to all the rights and preferences of the preferred stock represented
by such depositary shares (including dividend, voting, conversion, redemption and liquidation rights).
The depositary shares will be evidenced by depositary receipts issued
pursuant to the applicable deposit agreement. Immediately following the issuance and delivery of the shares of preferred stock by us to
a preferred share depositary, we will cause such preferred shares depositary to issue, on our behalf, the depositary receipts. Copies
of the applicable form of deposit agreement and depositary receipt may be obtained from us upon request, and the statements made hereunder
relating to the deposit agreement and the depositary receipts to be issued thereunder are summaries of certain provisions thereof and
do not purport to be complete and are subject to, and qualified in their entirety by reference to, all of the provisions of the applicable
deposit agreement and related depositary receipts.
Dividends and Other Distributions
The preferred share depositary will distribute all cash dividends or
other cash distributions received in respect of the shares of preferred stock to the record holders of depositary receipts evidencing
the related depositary shares in proportion to the number of such depositary receipts owned by such holders, subject to certain obligations
of holders to file proofs, certificates and other information and to pay certain charges and expenses to the preferred shares depositary.
In the event of a distribution other than in cash, the preferred shares
depositary will distribute property received by it to the record holders of depositary receipts entitled thereto, subject to certain obligations
of holders to file proofs, certificates and other information and to pay certain charges and expenses to the preferred shares depositary,
unless the preferred shares depositary determines that it is not feasible to make such distribution, in which case the preferred shares
depositary may, with our approval, sell such property and distribute the net proceeds from such sale to such holders.
No distribution will be made in respect of any depositary share to
the extent that it represents any shares of preferred stock converted into other securities.
Withdrawal of Shares
Upon surrender of the depositary receipts at the corporate trust office
of the applicable preferred shares depositary (unless the related depositary shares have previously been called for redemption or converted
into other securities), the holders thereof will be entitled to delivery at such office, to or upon such holder’s order, of the
number of whole or fractional shares of preferred stock and any money or other property represented by the depositary shares evidenced
by such depositary receipts. Holders of depositary receipts will be entitled to receive whole or fractional shares of preferred stock
on the basis of the proportion of preferred shares represented by each depositary share as specified in the applicable prospectus supplement,
but holders of such preferred shares will not thereafter be entitled to receive depositary shares therefor. If the depositary receipts
delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of
shares of preferred stock to be withdrawn, the preferred shares depositary will deliver to such holder at the same time a new depositary
receipt evidencing such excess number of depositary shares.
Redemption of Depositary Shares
Whenever we redeem shares of preferred stock held by the preferred
shares depositary, the preferred shares depositary will redeem as of the same redemption date the number of depositary shares representing
shares of preferred stock so redeemed, provided we shall have paid in full to the preferred shares depositary the redemption price of
the preferred shares to be redeemed plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for redemption.
The redemption price per depositary share will be equal to the corresponding proportion of the redemption price and any other amounts
per share payable with respect to the preferred shares. If fewer than all the depositary shares are to be redeemed, the depositary shares
to be redeemed will be selected pro rata (as nearly as may be practicable without creating fractional depositary shares) or by any other
equitable method determined by us.
From and after the date fixed for redemption, all dividends in respect
of the preferred shares so called for redemption will cease to accrue, the depositary shares so called for redemption will no longer be
deemed to be outstanding and all rights of the holders of the depositary receipts evidencing the depositary shares so called for redemption
will cease, except the right to receive any moneys payable upon such redemption and any money or other property to which the holders of
such depositary receipts were entitled upon such redemption and surrender thereof to the preferred shares depositary.
Voting of the Shares of Preferred Stock
Upon receipt of notice of any meeting at which the holders of the applicable
shares of preferred stock are entitled to vote, the preferred shares depositary will mail the information contained in such notice of
meeting to the record holders of the depositary receipts evidencing the depositary shares which represent such shares of preferred stock.
Each record holder of depositary receipts evidencing depositary shares on the record date (which will be the same date as the record date
for the preferred shares) will be entitled to instruct the preferred shares depositary as to the exercise of the voting rights pertaining
to the amount of preferred shares represented by such holder’s depositary shares. The preferred shares depositary will vote the
amount of preferred shares represented by such depositary shares in accordance with such instructions, and we will agree to take all reasonable
action which may be deemed necessary by the preferred shares depositary in order to enable the preferred shares depositary to do so. The
preferred shares depositary will abstain from voting the amount of preferred shares represented by such depositary shares to the extent
it does not receive specific instructions from the holders of depositary receipts evidencing such depositary shares. The preferred shares
depositary shall not be responsible for any failure to carry out any instruction to vote, or for the manner or effect of any such vote
made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the preferred
shares depositary.
Liquidation Preference
In the event of our liquidation, dissolution or winding up, whether
voluntary or involuntary, the holders of each depositary receipt will be entitled to the fraction of the liquidation preference accorded
each share of preferred stock represented by the depositary shares evidenced by such depositary receipt, as set forth in the applicable
prospectus supplement.
Conversion of Preferred Shares
The depositary shares, as such, are not convertible into common stock
or any of our other securities or property. Nevertheless, if so specified in the applicable prospectus supplement relating to an offering
of depositary shares, the depositary receipts may be surrendered by holders thereof to the preferred shares depositary with written instructions
to the preferred shares depositary to instruct us to cause conversion of the preferred shares represented by the depositary shares evidenced
by such depositary receipts into whole common shares, other preferred shares, and we agree that upon receipt of such instructions and
any amounts payable in respect thereof, we will cause the conversion thereof utilizing the same procedures as those provided for delivery
of shares of preferred stock to effect such conversion. If the depositary shares evidenced by a depositary receipt are to be converted
in part only, a new depositary receipt or receipts will be issued for any depositary shares not to be converted. No fractional shares
of common stock will be issued upon conversion, and if such conversion would result in a fractional share being issued, an amount will
be paid in cash by us equal to the value of the fractional interest based upon the closing price of the common stock on the last business
day prior to the conversion.
Amendment and Termination of Deposit Agreement
The form of depositary receipt evidencing the depositary shares which
represent the preferred stock and any provision of the deposit agreement may at any time be amended by agreement between us and the preferred
shares depositary. However, any amendment that materially and adversely alters the rights of the holders of depositary receipts or that
would be materially and adversely inconsistent with the rights granted to the holders of the related preferred shares will not be effective
unless such amendment has been approved by the existing holders of at least two-thirds of the applicable depositary shares evidenced by
the applicable depositary receipts then outstanding. No amendment shall impair the right, subject to certain exceptions in the deposit
agreement, of any holder of depositary receipts to surrender any depositary receipt with instructions to deliver to the holder the related
preferred shares and all money and other property, if any, represented thereby, except in order to comply with law. Every holder of an
outstanding depositary receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such receipt, to
consent and agree to such amendment and to be bound by the deposit agreement as amended thereby.
The deposit agreement may be terminated by us upon not less than 30
days’ prior written notice to the preferred shares depositary if a majority of each series of preferred shares affected by such
termination consents to such termination, whereupon the preferred shares depositary shall deliver or make available to each holder of
depositary receipts, upon surrender of the depositary receipts held by such holder, such number of whole or fractional preferred shares
as are represented by the depositary shares evidenced by such depositary receipts together with any other property held by the preferred
shares depositary with respect to such depositary receipts. In addition, the deposit agreement will automatically terminate if (i) all
outstanding depositary shares shall have been redeemed, (ii) there shall have been a final distribution in respect of the related
preferred shares in connection with our liquidation, dissolution or winding up and such distribution shall have been distributed to the
holders of depositary receipts evidencing the depositary shares representing such preferred shares or (iii) each related share of
preferred stock shall have been converted into our securities not so represented by depositary shares.
Charges of Preferred Shares Depositary
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the deposit agreement. In addition, we will pay the fees and expenses of the preferred shares depositary
in connection with the performance of its duties under the deposit agreement. However, holders of depositary receipts will pay the fees
and expenses of the preferred shares depositary for any duties requested by such holders to be performed which are outside of those expressly
provided for in the deposit agreement.
Resignation and Removal of Depositary
The preferred shares depositary may resign at any time by delivering
to us notice of its election to do so, and we may at any time remove the preferred shares depositary, any such resignation or removal
to take effect upon the appointment of a successor preferred shares depositary. A successor preferred shares depositary must be appointed
within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office
in the United States and that meets certain combined capital and surplus requirements.
Miscellaneous
The preferred shares depositary will forward to holders of depositary
receipts any reports and communications from the Company which are received by the preferred shares depositary with respect to the related
preferred shares.
Neither the preferred shares depositary nor we will be liable if it
is prevented from or delayed in, by law or any circumstances beyond its control, performing its obligations under the deposit agreement.
The obligations of us and the preferred shares depositary under the deposit agreement will be limited to performing their duties thereunder
in good faith and without negligence (in the case of any action or inaction in the voting of preferred shares represented by the depositary
shares), gross negligence or willful misconduct, and we and the preferred shares depositary will not be obligated to prosecute or defend
any legal proceeding in respect of any depositary receipts, depositary shares or preferred shares represented thereby unless satisfactory
indemnity is furnished. We and the preferred shares depositary may rely on written advice of counsel or accountants, or information provided
by persons presenting preferred shares represented thereby for deposit, holders of depositary receipts or other persons believed in good
faith to be competent to give such information, and on documents believed in good faith to be genuine and signed by a proper party.
In the event the preferred shares depositary shall receive conflicting
claims, requests or instructions from any holders of depositary receipts, on the one hand, and us, on the other hand, the preferred shares
depositary shall be entitled to act on such claims, requests or instructions received from us.
DESCRIPTION OF WARRANTS
We may offer by means of this prospectus warrants for the purchase
of any of the types of securities offered by this prospectus. We may issue warrants separately or together with any other securities offered
by means of this prospectus, and the warrants may be attached to or separate from such securities. Each series of warrants will be issued
under a separate warrant agreement to be entered into between us and a warrant agent specified therein or the applicable prospectus supplement.
The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship
of agency or trust for or with any holders or beneficial owners of warrants.
The applicable prospectus supplement will describe the following terms,
where applicable, of the warrants in respect of which this prospectus is being delivered:
| • | the title of such warrants; |
| • | the aggregate number of such warrants; |
| • | the price or prices at which such warrants will be issued; |
| • | the currencies in which the price or prices of such warrants
may be payable; |
| • | the price or prices at which and currency or currencies in
which the securities purchasable upon exercise of such warrants may be purchased; |
| • | the designation, amount and terms of the securities purchasable
upon exercise of such warrants; |
| • | the designation and terms of the other securities with which
such warrants are issued and the number of such warrants issued with each such security; |
| • | the date on which the right to exercise such warrants shall
commence and the date on which such right shall expire; |
| • | the minimum or maximum amount of such warrants which may
be exercised at any one time; |
| • | information with respect to book-entry procedures, if any; |
| • | a discussion of material U.S. federal income tax considerations;
and |
| • | any other material terms of such warrants, including terms,
procedures and limitations relating to the exchange and exercise of such warrants. |
DESCRIPTION OF RIGHTS
We may issue rights to our stockholders for the purchase of shares
of Class A common stock. Each series of rights will be issued under a separate rights agreement to be entered into between us and
a bank or trust company, as rights agent, all as set forth in the prospectus supplement relating to the particular issue of rights. The
rights agent will act solely as our agent in connection with the certificates relating to the rights of such series and will not assume
any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The rights
agreement and the rights certificates relating to each series of rights will be filed with the SEC and incorporated by reference as an
exhibit to the registration statement of which this prospectus is a part.
The applicable prospectus supplement will describe the terms of the
rights to be issued, including the following, where applicable:
| • | the date for determining the stockholders entitled to the
rights distribution; |
| • | the aggregate number of shares Class A common stock
purchasable upon exercise of such rights and the exercise price; |
| • | the aggregate number of rights being issued; |
| • | the date, if any, on and after which such rights may be transferable
separately; |
| • | the date on which the right to exercise such rights shall
commence and the date on which such right shall expire; |
| • | any special U.S. federal income tax consequences; and |
| • | any other terms of such rights, including terms, procedures
and limitations relating to the distribution, exchange and exercise of such rights. |
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes certain U.S. federal income tax considerations
regarding the ownership and disposition of our Class A common stock, preferred stock, and depositary shares (for purposes of this
section only, collectively referred to as “stock”). This summary is based upon the Internal Revenue Code of 1986, as amended
(the “Code”), the regulations promulgated by the U.S. Treasury Department (the “Treasury Regulations”), rulings
and other administrative interpretations and practices of the Internal Revenue Service (the “IRS”), including administrative
interpretations and practices expressed in private letter rulings which are binding on the IRS only with respect to the particular taxpayers
who requested and received those rulings, and judicial decisions, all as currently in effect, and all of which are subject to differing
interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court
would not sustain, a position contrary to any of the tax consequences described below. We have not sought and will not seek an advance
ruling from the IRS regarding any matter discussed in this section. This summary does not discuss any state, local or non-U.S. tax laws
or the possible application of the 3.8% Medicare tax on net investment income or U.S. federal gift or estate taxes, and it does not purport
to discuss all aspects of U.S. federal income taxation that may be important to a particular investor in light of its investment or tax
circumstances or to investors subject to special tax rules, such as:
| • | a dealer or broker in securities or currencies; |
| • | a financial institution; |
| • | a regulated investment company; |
| • | a real estate investment trust; |
| • | a tax-exempt organization; |
| • | a person required to accelerate the recognition of any item of gross income with respect to our stock as a result of such income being
recognized on an applicable financial statement; |
| • | a person holding our stock as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle; |
| • | a trader in securities that has elected the mark-to-market method of accounting for your securities; |
| • | a person liable for alternative minimum tax; |
| • | a person who owns or is deemed to own 10% or more of our stock (by vote or value); |
| • | a partnership or other pass-through entity for U.S. federal income tax purposes; |
| • | a person that received its stock as compensation; |
| • | a U.S. Holder whose “functional currency” is not the U.S. dollar; |
| • | a controlled foreign corporation; or |
| • | a passive foreign investment company. |
This summary assumes that stockholders hold shares of our stock as
capital assets for U.S. federal income tax purposes, which generally means property held for investment.
The statements in this section are based on the current U.S. federal
income tax laws, are for general information purposes only and are not tax advice. We cannot assure you that new laws, interpretations
of law or court decisions, any of which may take effect retroactively, will not cause any statement in this section to be inaccurate.
As used herein, the term “U.S. Holder” means a beneficial
owner of a share of our stock that is, for U.S. federal income tax purposes, any of the following:
| • | an individual who is a citizen or resident of the United States; |
| • | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the
laws of the United States, any state thereof or the District of Columbia; |
| • | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
| • | a trust if (a) a court within the United States can exercise primary supervision over the administration of the trust and one
or more U.S. persons has authority to control all substantial decisions of the trust or (b) it has a valid election in effect under
applicable Treasury Regulations to be treated as a United States person. |
A “Non-U.S. Holder” is a beneficial owner (other than an
entity or arrangement treated as a partnership for U.S. federal income tax purposes) of a share of our stock that is not a U.S. Holder.
If a partnership (or other entity or arrangement treated as a partnership
for U.S. federal income tax purposes) holds our stock, the tax treatment of a partner will generally depend upon the status of the partner
and the activities of the partnership. If you are a partnership or a partner of a partnership considering an investment in our stock,
you should consult your own tax advisors.
FOR FURTHER INFORMATION AS TO THE TAX CONSEQUENCES TO HOLDERS OF
OUR STOCK, INCLUDING STATE, LOCAL AND FOREIGN TAX CONSEQUENCES, YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR(S). THE DISCUSSION HEREIN
IS BASED ON THE U.S. FEDERAL INCOME TAX LAWS AS IN EFFECT AS OF THE DATE HEREOF. ALL HOLDERS OF OUR STOCK SHOULD CONSULT THEIR TAX ADVISORS
WITH RESPECT TO THE IMPACT OF ANY FUTURE LEGISLATIVE PROPOSALS OR LEGISLATION ENACTED AFTER THE DATE OF THIS PROSPECTUS.
Taxation of Ownership and Disposition of Stock
U.S. Holders
Taxation of U.S. Holders on Distributions on Our Stock
The gross amount of distributions on our stock will be taxable as ordinary
dividend income to you to the extent paid out of our current and accumulated earnings and profits, as determined for U.S. federal income
tax purposes. To the extent that such distributions exceed our current and accumulated earnings and profits, the excess will constitute
a return of capital that is applied against, and will reduce, your tax basis in our stock (but not below zero) and then will be treated
as gain from the sale of such stock. Certain individuals and other non-corporate stockholders may be eligible to be taxed at reduced rates
of tax with respect to distributions treated as qualified dividend income if certain holding period and other requirements are satisfied.
You are urged to consult your own tax advisors regarding the treatment of distributions as qualified dividend income in light of your
particular circumstances.
Taxation of U.S. Holders on the Disposition of Our Stock
For U.S. federal income tax purposes, you will recognize taxable gain
or loss on any sale or exchange of shares of stock in an amount equal to the difference between the amount realized for the shares of
stock and your tax basis in such shares. In general, any capital gain or loss will be long-term if your holding period for the shares
(or fractional shares) is more than one year and will be short-term if your holding period is one year or less. Long-term capital gains
of individuals and other non-corporate taxpayers are generally eligible for reduced rates of taxation. The deductibility of capital losses
is subject to certain limitations. You should consult your tax advisor as to the consequences of a sale of our stock in view of your particular
circumstances.
Taxation of U.S. Holders on Distributions to Holders of Depositary
Shares
Owners of depositary shares will be treated for U.S. federal income
tax purposes as if they were owners of the underlying preferred stock represented by such depositary shares. Accordingly, such owners
will be entitled to take into account, for U.S. federal income tax purposes, income and deductions to which they would be entitled if
they were direct holders of the underlying preferred shares. In addition, (1) no gain or loss will be recognized for U.S. federal
income tax purposes upon the withdrawal of certificates evidencing the underlying preferred stock in exchange for depositary receipts,
(2) the tax basis of each share of the underlying preferred stock to an exchanging owner of depositary shares will, upon such exchange,
be the same as the aggregate tax basis of the depositary shares exchanged therefore, and (3) the holding period for the underlying
preferred stock in the hands of an exchanging owner of depositary shares will include the period during which such person owned such depositary
shares.
Taxation of U.S. Holders on a Redemption of Preferred Stock and
Depositary Shares
A redemption of our preferred stock and depositary shares will be treated
under Section 302 of the Code as a distribution that is taxable as dividend income (to the extent of its current or accumulated earnings
and profits), unless the redemption satisfies certain tests set forth in Section 302(b) of the Code enabling the redemption
to be treated as a sale of the preferred stock or depositary shares (in which case the redemption will be treated in the same manner as
a sale described above in the section entitled “—Taxation of U.S. Holders on the Disposition of Our Stock”). The redemption
will satisfy such tests if it: (i) is “substantially disproportionate” with respect to the U.S. Holder’s interest
in our stock; (ii) results in a “complete termination” of the U.S. Holder’s interest in all classes of our stock;
or (iii) is “not essentially equivalent to a dividend” with respect to the stockholder, all within the meaning of Section 302(b) of
the Code. In determining whether any of these tests have been met, stock considered to be owned by the holder by reason of certain constructive
ownership rules set forth in the Code, as well as stock actually owned, generally must be taken into account. Because the determination
as to whether any of the three alternative tests of Section 302(b) of the Code described above will be satisfied with respect
to any particular U.S. Holder of the preferred stock or depositary shares depends upon the facts and circumstances at the time that the
determination must be made, prospective investors are urged to consult their tax advisors to determine such tax treatment. If a redemption
of our preferred stock or depositary shares does not meet any of the three tests described above, the redemption proceeds will be treated
as a distribution, as described above in the section entitled “—Taxation of U.S. Holders on Distributions on Our Stock.”
In that case, a U.S. Holder’s adjusted tax basis in the redeemed preferred stock or depositary shares will be transferred to such
U.S. Holder’s remaining stock holdings in us. If the U.S. Holder does not retain any of our shares, such basis could be transferred
to a related person that holds our stock or it may be lost.
Non-U.S. Holders
Taxation of Non-U.S. Holders on Distributions on Our Stock
In the event that we make a distribution of cash or other property
(other than certain pro rata distributions of our stock) in respect of our stock, the distribution generally will be treated as a dividend
for U.S. federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits, as determined under
U.S. federal income tax principles. Any portion of a distribution that exceeds our current and accumulated earnings and profits generally
will be treated first as a tax-free return of capital, causing a reduction in the adjusted tax basis of a Non-U.S. Holder’s stock,
and to the extent the amount of the distribution exceeds a Non-U.S. Holder’s adjusted tax basis in its stock, the excess will be
treated as gain from the disposition of stock (the tax treatment of which is discussed below under “—Taxation of Non-U.S.
Holders on Disposition of Stock”).
Dividends paid to a Non-U.S. Holder generally will be subject to withholding
of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends
that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, if required
by an applicable income tax treaty, are attributable to a U.S. permanent establishment) are not subject to the withholding tax, provided
certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to U.S. federal income tax on a net
income basis generally in the same manner as if the Non-U.S. Holder were a United States person as defined under the Code. Any such effectively
connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or
such lower rate as may be specified by an applicable income tax treaty.
A Non-U.S. Holder who wishes to claim the benefit of an applicable
treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to provide the applicable withholding
agent with a properly executed IRS Form W-8BEN or Form W-8BEN-E (or other applicable form) certifying under penalty of perjury
that such holder is not a United States person (as defined under the Code) and is eligible for treaty benefits or (b) if our stock
is held through certain foreign intermediaries, to satisfy the relevant certification requirements of the applicable Treasury Regulations.
Special certification and other requirements apply to certain Non-U.S. Holders that are pass-through entities rather than corporations
or individuals.
A Non-U.S. Holder will not incur tax on a distribution in excess of
our current and accumulated earnings and profits if the excess portion of such distribution does not exceed the Non-U.S. Holder’s
adjusted basis of its stock. Instead, the excess portion of such distribution will reduce the adjusted basis of such stock. A Non-U.S.
Holder will be subject to tax on a distribution that exceeds both our current and accumulated earnings and profits and the U.S. Holder’s
adjusted basis of its stock, if the Non-U.S. Holder otherwise would be subject to tax on gain from the sale or disposition of its stock,
as described below under “—Taxation of Non-U.S. Holders on Disposition of Stock”. Because we generally cannot determine
at the time we make a distribution whether the distribution will exceed our current and accumulated earnings and profits, we normally
will withhold tax on the entire amount of any distribution at the same rate as we would withhold on a dividend. However, a Non-U.S. Holder
may claim a refund of amounts that we withhold if we later determine that a distribution in fact exceeded our current and accumulated
earnings and profits.
If we are treated as a “United States real property holding corporation”
for U.S. federal income tax purposes (“USRPHC”), we will be required to withhold 15% of any distribution that exceeds our
current and accumulated earnings and profits. Consequently, although we intend to withhold at a rate of 30% on the entire amount of any
distribution, to the extent that we do not do so, we may withhold at a rate of 15% on any portion of a distribution not subject to withholding
at a rate of 30%.
A Non-U.S. Holder eligible for a reduced rate of U.S. federal withholding
tax pursuant to an income tax treaty or otherwise may obtain a refund of any excess amounts withheld by timely filing an appropriate claim
for refund with the IRS.
Taxation of Non-U.S. Holders on Disposition of Stock
Subject to the discussion of backup withholding below, any gain realized
by a Non-U.S. Holder on the sale or other disposition of our stock generally will not be subject to U.S. federal income tax unless:
| • | the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable
income tax treaty, is attributable to a U.S. permanent establishment of the Non-U.S. Holder); |
| • | the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition,
and certain other conditions are met; or |
| • | we are or have been a USRPHC and certain other conditions are met. |
A Non-U.S. Holder described in the first bullet point immediately above
will be subject to tax on the gain derived from the sale or other disposition in the same manner as if the Non-U.S. Holder were a United
States person as defined under the Code. In addition, if any Non-U.S. Holder described in the first bullet point immediately above is
a foreign corporation, the gain realized by such Non-U.S. Holder may be subject to an additional “branch profits tax” at a
30% rate or such lower rate as may be specified by an applicable income tax treaty.
An individual Non-U.S. Holder described in the second bullet point
immediately above will be subject to a 30% (or such lower rate as may be specified by an applicable income tax treaty) tax on the gain
derived from the sale or other disposition. Such gain may be offset by U.S. source capital losses even though the individual is not considered
a resident of the United States.
Generally, a corporation is a USRPHC if the fair market value of its
United States real property interests equals or exceeds 50% of the sum of the fair market value of (i) its combined U.S. and non-U.S.
real property interests and (ii) its other assets used or held for use in a trade or business (all as determined for U.S. federal
income tax purposes). We have not determined whether we are a USRPHC for U.S. federal income tax purposes. If we are or become a USPRHC,
however, so long as shares of our stock are regularly traded on an established securities market during the calendar year in which the
sale or other disposition occurs, only a Non-U.S. Holder who holds or held (at any time during the shorter of the five-year period preceding
the date of disposition or the holder’s holding period) more than 5% of our stock will be subject to U.S. federal income tax on
the sale or other disposition of shares of our stock.
Information Reporting Requirements and Backup Withholding; Shares
Held Offshore
We will report to our stockholders and to the IRS the amount of distributions
we pay during each calendar year, and the amount of tax we withhold, if any. Under the backup withholding rules, a stockholder may be
subject to backup withholding with respect to distributions unless the holder:
| • | is a corporation or qualifies for certain other exempt categories
and, when required, demonstrates this fact; or |
| • | provides a taxpayer identification number, certifies as to
no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules. |
A stockholder who does not provide us with its correct taxpayer identification
number also may be subject to penalties imposed by the IRS. Any amount paid as backup withholding will be creditable against the stockholder’s
income tax liability. In addition, we may be required to withhold a portion of capital gain distributions to any U.S. Holders who fail
to certify their non-foreign status to us.
Backup withholding will generally not apply to payments of dividends
made by us or our paying agents, in their capacities as such, to a Non-U.S. Holder, provided that the Non-U.S. Holder furnishes to us
or our paying agent the required certification as to its non-U.S. status, such as providing a valid IRS Form W-8BEN, W-8BEN-E or
W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if either we or our paying
agent has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient. Payments of the net proceeds
from a disposition or a redemption effected outside the United States by a Non-U.S. Holder made by or through a foreign office of a broker
generally will not be subject to information reporting or backup withholding. However, information reporting (but not backup withholding)
generally will apply to such a payment if the broker has certain connections with the U.S. unless the broker has documentary evidence
in its records that the beneficial owner is a Non-U.S. Holder and specified conditions are met or an exemption is otherwise established.
Payment of the net proceeds from a disposition by a Non-U.S. Holder of our stock made by or through the U.S. office of a broker is generally
subject to information reporting and backup withholding unless the Non-U.S. Holder certifies under penalties of perjury that it is not
a U.S. person and satisfies certain other requirements or otherwise establishes an exemption from information reporting and backup withholding.
Additionally, under FATCA, a U.S. withholding tax at a 30% rate will
be imposed on dividends paid on our stock received by U.S. Holders who own their stock through foreign accounts or foreign intermediaries
if certain disclosure requirements related to U.S. accounts or ownership are not satisfied. We will not pay any additional amounts in
respect of any amounts withheld.
Backup withholding is not an additional tax. Any amounts withheld under
the backup withholding rules may be refunded or credited against the stockholder’s U.S. federal income tax liability if certain
required information is furnished to the IRS. Stockholders are urged to consult their own tax advisors regarding application of backup
withholding to them, including under FATCA, and the availability of, and procedure for obtaining an exemption from, backup withholding.
BOOK-ENTRY SECURITIES
We may issue the securities offered by means of this prospectus in
whole or in part in book-entry form, meaning that beneficial owners of the securities will not receive certificates representing their
ownership interests in the securities, except in the event the book-entry system for the securities is discontinued. If securities are
issued in book entry form, they will be evidenced by one or more global securities that will be deposited with, or on behalf of, a depository
identified in the applicable prospectus supplement relating to the securities. The Depository Trust Company is expected to serve as depository.
Unless and until it is exchanged in whole or in part for the individual securities represented thereby, a global security may not be transferred
except as a whole by the depository for the global security to a nominee of such depository or by a nominee of such depository to such
depository or another nominee of such depository or by the depository or any nominee of such depository to a successor depository or a
nominee of such successor. Global securities may be issued in either registered or bearer form and in either temporary or permanent form.
The specific terms of the depository arrangement with respect to a class or series of securities that differ from the terms described
here will be described in the applicable prospectus supplement.
Unless otherwise indicated in the applicable prospectus supplement,
we anticipate that the following provisions will apply to depository arrangements.
Upon the issuance of a global security, the depository for the global
security or its nominee will credit on its book-entry registration and transfer system the respective principal amounts of the individual
securities represented by such global security to the accounts of persons that have accounts with such depository, who are called “participants.”
Such accounts shall be designated by the underwriters, dealers or agents with respect to the securities or by us if the securities are
offered and sold directly by us. Ownership of beneficial interests in a global security will be limited to the depository’s participants
or persons that may hold interests through such participants. Ownership of beneficial interests in the global security will be shown on,
and the transfer of that ownership will be effected only through, records maintained by the applicable depository or its nominee (with
respect to beneficial interests of participants) and records of the participants (with respect to beneficial interests of persons who
hold through participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and laws may impair the ability to own, pledge or transfer beneficial interest in a global security.
So long as the depository for a global security or its nominee is the
registered owner of such global security, such depository or nominee, as the case may be, will be considered the sole owner or holder
of the securities represented by such global security for all purposes under the applicable instrument defining the rights of a holder
of the securities. Except as provided below or in the applicable prospectus supplement, owners of beneficial interest in a global security
will not be entitled to have any of the individual securities of the series represented by such global security registered in their names,
will not receive or be entitled to receive physical delivery of any such securities in definitive form and will not be considered the
owners or holders thereof under the applicable instrument defining the rights of the holders of the securities.
Payments of amounts payable with respect to individual securities represented
by a global security registered in the name of a depository or its nominee will be made to the depository or its nominee, as the case
may be, as the registered owner of the global security representing such securities. None of us, our officers and board members or any
trustee, paying agent or security registrar for an individual series of securities will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership interests in the global security for such securities or
for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
We expect that the depository for a series of securities offered by
means of this prospectus or its nominee, upon receipt of any payment of principal, premium, interest, dividend or other amount in respect
of a permanent global security representing any of such securities, will immediately credit its participants’ accounts with payments
in amounts proportionate to their respective beneficial interests in the principal amount of such global security for such securities
as shown on the records of such depository or its nominee. We also expect that payments by participants to owners of beneficial interests
in such global security held through such participants will be governed by standing instructions and customary practices, as is the case
with securities held for the account of customers in bearer form or registered in “street name.” Such payments will be the
responsibility of such participants.
If a depository for a series of securities is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is not appointed by us within 90 days, we will issue individual
securities of such series in exchange for the global security representing such series of securities. In addition, we may, at any time
and in our sole discretion, subject to any limitations described in the applicable prospectus supplement relating to such securities,
determine not to have any securities of such series represented by one or more global securities and, in such event, will issue individual
securities of such series in exchange for the global security or securities representing such series of securities.
SELLING STOCKHOLDERS
Information about selling stockholders, where applicable, will be set
forth in a prospectus supplement, in a post-effective amendment or in filings we make with the SEC under the Exchange Act that are incorporated
herein by reference.
PLAN OF DISTRIBUTION
Unless otherwise set forth in a prospectus supplement accompanying
this prospectus, we or any of the selling stockholders may sell the securities offered pursuant to this prospectus to or through one or
more underwriters or dealers, or we or the selling stockholders may sell the securities to investors directly or through agents. Any such
underwriter, dealer or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. We
or the selling stockholders may sell securities directly to investors on our or their own behalf in those jurisdictions where we or they
are authorized to do so.
Underwriters may offer and sell the securities at a fixed price or
prices which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. We or the selling stockholders also may, from time to time, authorize dealers or agents to offer and sell the securities
upon such terms and conditions as may be set forth in the applicable prospectus supplement. In connection with the sale of any of the
securities, underwriters may receive compensation from us in the form of underwriting discounts or commissions and may also receive commissions
from purchasers of the securities for whom they may act as agent. Underwriters may sell the securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers
for whom they may act as agents.
Our securities, including Class A common stock, may also be sold
in one or more of the following transactions: (i) block transactions (which may involve crosses) in which a broker-dealer may sell
all or a portion of such shares as agent, but may position and resell all or a portion of the block as principal to facilitate the transaction;
(ii) purchases by any such broker-dealer as principal, and resale by such broker-dealer for its own account pursuant to a prospectus
supplement; (iii) a special offering, an exchange distribution or a secondary distribution in accordance with applicable New York
Stock Exchange or other stock exchange, quotation system or over-the-counter market rules; (iv) ordinary brokerage transactions and
transactions in which any such broker-dealer solicits purchasers; (v) sales “at the market” to or through a market maker
or into an existing trading market, on an exchange or otherwise, for such shares; and (vi) sales in other ways not involving market
makers or established trading markets, including direct sales to purchasers.
Any underwriting compensation paid by us or the selling stockholders
to underwriters or agents in connection with the offering of the securities, and any discounts or concessions or commissions allowed by
underwriters to participating dealers, will be set forth in the applicable prospectus supplement. Dealers and agents participating in
the distribution of the securities may be deemed to be underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the securities may be deemed to be underwriting discounts and commissions.
Underwriters, dealers and agents may be entitled, under agreements
entered into with us or the selling stockholders, to indemnification against and contribution toward certain civil liabilities, including
liabilities under the Securities Act. Unless otherwise set forth in an accompanying prospectus supplement, the obligations of any underwriters
to purchase any of the securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase
all of such securities, if any are purchased.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us and our affiliates, or the selling stockholders, in the ordinary course of business.
If indicated in the prospectus supplement, we or the selling stockholders
may authorize underwriters or other agents to solicit offers by institutions to purchase securities from us or the selling stockholders
pursuant to contracts providing for payment and delivery on a future date. Institutions with which we or the selling stockholders may
make these delayed delivery contracts include commercial and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others. The obligations of any purchaser under any such delayed delivery contract will be
subject to the condition that the purchase of the securities shall not at the time of delivery be prohibited under the laws of the jurisdiction
to which the purchaser is subject. The underwriters and other agents will not have any responsibility with regard to the validity or performance
of these delayed delivery contracts.
In connection with the offering of the securities hereby, certain underwriters,
and selling group members and their respective affiliates may engage in transactions that stabilize, maintain or otherwise affect the
market price of the applicable securities.
Such transactions may include stabilization transactions effected in
accordance with Rule 104 of Regulation M promulgated by the SEC pursuant to which such persons may bid for or purchase securities
for the purpose of stabilizing their market price. The underwriters in an offering of securities may also create a “short position”
for their account by selling more securities in connection with the offering than they are committed to purchase from us. In such case,
the underwriters could cover all or a portion of such short position by either purchasing securities in the open market following completion
of the offering of such securities or by exercising any over-allotment option granted to them by us or the selling stockholders. In addition,
the managing underwriter may impose “penalty bids” under contractual arrangements with other underwriters, which means that
they can reclaim from an underwriter (or any selling group member participating in the offering) for the account of the other underwriters,
the selling concession with respect to securities that are distributed in the offering but subsequently purchased for the account of the
underwriters in the open market. Any of the transactions described in this paragraph or comparable transactions that are described in
any accompanying prospectus supplement may result in the maintenance of the price of the securities at a level above that which might
otherwise prevail in the open market. None of such transactions described in this paragraph or in an accompanying prospectus supplement
are required to be taken by any underwriters and, if they are undertaken, may be discontinued at any time.
We or the selling stockholders may sell the securities in exchange
in whole or part for consideration other than cash. This consideration may consist of services or products, whether tangible or intangible,
and including services or products we may use in our business; outstanding debt or equity securities of our company or one or more of
its subsidiaries; debt or equity securities or assets of other companies, including in connection with investments, joint ventures or
other strategic transactions, or acquisitions; release of claims or settlement of disputes; and satisfaction of obligations, including
obligations to make payments to distributors or other suppliers and payment of interest on outstanding obligations. We or the selling
stockholders may sell the securities as part of a transaction in which outstanding debt or equity securities of our company or one or
more of our subsidiaries are surrendered, converted, exercised, canceled or transferred.
Any securities that we issue, other than our Class A common stock
and our outstanding series of preferred stock, will be new issues of securities with no established trading market and may or may not
be listed on a national securities exchange, quotation system or over-the-counter market. Any underwriters or agents to or through which
securities are sold by us or the selling stockholders may make a market in such securities, but such underwriters or agents will not be
obligated to do so and any of them may discontinue any market making at any time without notice. No assurance can be given as to the liquidity
of or trading market for any securities sold by us.
LEGAL MATTERS
The validity of the securities offered by means of this prospectus
has been passed upon for us by Hogan Lovells US LLP. Additional legal matters may be passed upon for us, the selling stockholders or any
underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated
financial statements of DigitalBridge Group, Inc. appearing in DigitalBridge Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, and the effectiveness of DigitalBridge Group, Inc.’s internal control over financial
reporting as of December 31, 2022 have been audited by Ernst & Young LLP, independent registered public accounting firm,
as set forth in its reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
DigitalBridge (NYSE:DBRG-I)
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