Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Redemption of Equity Interests
On January 1, 2023, the Company’s 2020 profits interests awards were collapsed into 801,927 shares of Class A common stock and 2,025,953 Class A Units. The profits interests were collapsed based on their fair values and the relative value of the Company, based on Distributable Earnings attributable to the Operating Company, Distributable Earnings of the applicable subsidiary where such profits interests were held, and the market price of the Company’s Class A common stock as of the date of the collapse. This resulted in a decrease in net income attributable to non-controlling interests for periods subsequent to January 1, 2023; however, there was a corresponding increase in the number of outstanding Class A Units (and shares of Class B common stock) and shares of Class A common stock.
Corporate Credit Facilities
On January 31, 2023, the Company entered into an amendment to the Credit Facility, pursuant to which (i) the Company exercised its option to increase total commitments under the Credit Facility to $225 million, (ii) the variable interest rates under the applicable pricing grid were each increased by 15 basis points and (iii) the quarterly unused commitment fee was increased to 0.25%.
On February 13, 2023, the Operating Company entered into a $150 million note purchase agreement pursuant to which the Operating Company issued two tranches of notes in a private placement offering with a weighted average interest rate of 6.01% as of the issuance date. The transaction consists of $120 million of 5.99% notes with a seven-year term and $30 million of 6.10% notes with a ten-year term. The note purchase agreement is contingent upon closing the acquisition of substantially all of the assets of Newbury Partners LLC.
Acquisition of Newbury Partners LLC
On February 13, 2023, affiliates of Bridge entered into a definitive agreement to purchase substantially all of the assets of Newbury Partners LLC (“Newbury”), a Delaware limited liability company, pursuant to the terms of an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Operating Company, Newbury Partners-Bridge LLC, a Delaware limited liability company (an indirect wholly owned subsidiary of the Operating Company, the “Buyer”), Newbury, Richard Lichter, an individual, and RLP Navigator LLC, a Delaware limited liability company (collectively, the “Newbury Holders”). The Asset Purchase Agreement provides that the Buyer will acquire substantially all of Newbury’s assets and in exchange the Buyer will assume certain of Newbury’s liabilities and pay Newbury $320.1 million in cash, subject to certain purchase price adjustments as set forth in the Asset Purchase Agreement (the “Newbury Acquisition”). The board of directors of Bridge has unanimously approved the Newbury Acquisition, the Asset Purchase Agreement and the transactions contemplated thereby.
Bridge, Newbury and the Newbury Holders agreed to customary representations, warranties and covenants in the Asset Purchase Agreement. Subject to certain limitations, Newbury is required to indemnify the Buyer for losses resulting from any breaches of Newbury’s and the Newbury Holders’ representations, warranties and covenants made in the Asset Purchase Agreement and certain other matters. The Newbury Acquisition is expected to close in the first half of 2023, subject to regulatory approvals, consents and other customary closing conditions. The Asset Purchase Agreement contains termination rights for both the Buyer and Newbury, including, among other bases for termination, if the Newbury Acquisition is not consummated by May 15, 2023, subject to certain exceptions. The Asset Purchase Agreement further provides that, upon termination of the Asset Purchase Agreement under specified circumstances, the Buyer may be required to pay Newbury a termination fee of $22 million.
In February 2023, Bridge declared a quarterly dividend of $0.17 per share of its Class A common stock, payable on March 24, 2023 to its Class A common stockholders of record at the close of business on March 10, 2023.
Other than as disclosed elsewhere in these notes to the consolidated and combined financial statements, no subsequent events have occurred that would require recognition in the consolidated and combined financial statements or disclosure in the accompanying footnotes.