DigitalBridge Group (DBRG) Proxy Filing summary

Executive summary

• The merger agreement provides for the acquisition of all outstanding common stock for $16.00 per share in cash, with preferred stock remaining outstanding on existing terms.

• The board, following a special committee's recommendation, unanimously approved the merger and recommends shareholder approval.

• The transaction is backed by an equity commitment from a SoftBank affiliate, ensuring sufficient funding for the deal.

• Closing is subject to regulatory approvals, including antitrust, CFIUS, FCC, and other international regulators, as well as consents from key clients representing at least 85% of fee-paying revenue.

• The agreement includes customary no-shop provisions, with exceptions for superior proposals, and provides for termination fees under certain circumstances.

Voting matters and shareholder proposals

• Shareholders will vote on the merger, which requires approval by a majority of votes cast.

• The board recommends voting in favor of the merger; a change in recommendation is permitted only in response to a superior proposal, following a defined process.

• Termination fees of $96 million (company) and $154 million (parent) apply if the agreement is terminated under specified conditions.

Board of directors and corporate governance

• The board acted on the recommendation of a committee of independent, disinterested directors.

• Post-merger, directors of the acquirer’s subsidiary will become directors of the surviving corporation.

• The amended charter and bylaws of the surviving corporation will be adopted at closing.