Digitalbridge Group, Inc. · NYSE:DBRG
Digitalbridge — Merger or Acquisition (April 2022)
10 slides from Digitalbridge's merger presentation, Apr 18, 2022
Slide 1: Transaction Summary: Wafra Partnership/REIT Update
1 TRANSACTION SUMMARY Wafra Partnership/REIT Update A p r i l 2 0 2 2
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws, including statements relating to (i) our strategy, outlook and growth prospects; (ii) our operational and financial targets and (iii
Slide 3: Executive Summary
3 EXECUTIVE SUMMARY ▪ DigitalBridge to transition successful strategic partnership with Wafra from Investment Management platform (“Digital IM”) up to DBRG corporate level ▪ Transaction values Wafra’s 31.5% ownership stake in Digital IM at $800M, payable $390M cash/$410M newly-issued Class A common
Slide 4: Key Financial Considerations
4 KEY FINANCIAL CONSIDERATIONS Digital IM FRE (earnings) $115 - $125M $120 mid-point $130 - $160M $145 mid-point $165 - $215M $190 mid-point Consideration (assumes Earnout achieved in 2023) $800M $925M $925M Incremental IM FRE (31.5% of mid-point) +$38M +$46M +$60M $82 $99 $130 2022 2023 2025 $120 $
Slide 5: Key Strategic Considerations
5 KEY STRATEGIC CONSIDERATIONS ▪ Increase exposure to High-Growth, High-Margin, High-ROIC DBRG asset management platform ▪ Projected organic growth in FRE through 2025 of 20%+ ▪ >50% operating margins, incrementals even higher ▪ High-ROIC profile, capital-light growth vector ▪ Continued simplificati
Slide 6: Pre/Post Transaction Analysis
6 Pre/Post Transaction Analysis Digital IM Current Post-Transaction Fee-Related Earnings (FRE) DBRG 68.5% / Wafra 31.5% DBRG 100% Corporate Share of Performance Fees1 (Carried Interest) DBRG 68.5% / Wafra 31.5% DBRG 100% for all future investment funds DBPI - Wafra retains 31.5% of corporate share D
Slide 7: Change to Conventional C-Corp Increases Flexibility
7 CHANGE TO CONVENTIONAL C-CORP INCREASES FLEXIBLITY In connection with this transaction, DBRG to revert to conventional C-Corp structure, will not pursue Real Estate Investment Trust (“REIT”) election in 2022 Combination of the additional strategic flexibility and analysis highlighting lack of mate
Slide 8: New Corporate Tax Structure Implications
8 NEW CORPORATE TAX STRUCTURE IMPLICATIONS Corporate strategy remains the same, opportunity set remains the same… C-Corp Considerations DigitalBridge IM platform unconstrained by REIT qualification requirements RisksBenefits Carryforward of tax attributes shelter future gain from investments, perfor
Slide 9: Important Note Regarding Non-GAAP Financial Measures
9 IMPORTANT NOTE REGARDING NON-GAAP FINANCIAL MEASURES This presentation includes certain “non-GAAP” supplemental measures that are not defined by generally accepted accounting principles, or GAAP, including the financial metrics defined below, of which the calculations may differ from methodologies
Slide 10: DigitalBridge
DIGITALBRIDGE
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