8-KOther EventsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Corporate Update (Jan 22, 2010)

Filed January 22, 2010For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) filed an 8-K on January 22, 2010, detailing amendments and new agreements related to its "at-the-market" equity offering program. The company amended its existing equity distribution agreements with Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Credit Suisse Securities (USA) LLC, and entered into a new agreement with Morgan Stanley & Co. Incorporated. These agreements allow DLR to issue and sell shares of its common stock through these agents for an aggregate offering price of up to $400 million. This program, which includes shares already sold under the original agreements, provides DLR with a flexible mechanism to raise capital. The net proceeds are intended for general corporate purposes, including temporarily repaying borrowings under its revolving credit facility, acquiring additional properties, and funding development and redevelopment opportunities. The offering is being conducted under its existing shelf registration statement. Investors should note that this provides DLR with the ability to access equity markets opportunistically to fund growth and manage its balance sheet.

Key Highlights

  • 1DLR has amended and restated existing equity distribution agreements and entered into a new one, expanding its pool of sales agents to include Morgan Stanley.
  • 2The company can now issue and sell up to $400 million of its common stock through these "at-the-market" offerings.
  • 3The offering includes shares previously sold under the original agreements, totaling approximately $54.3 million.
  • 4Sales will be conducted through the New York Stock Exchange or other market mechanisms, allowing for opportunistic capital raising.
  • 5Net proceeds will be used for general corporate purposes, including debt repayment, property acquisitions, and development projects.
  • 6The capital raise is supported by an existing automatic shelf registration statement filed in May 2009.
  • 7The equity distribution agreements are filed as exhibits to this 8-K, providing transparency on the terms of the offering.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the amendment and restatement of Digital Realty Trust's existing equity distribution agreements and the establishment of a new agreement with Morgan Stanley. These actions expand the company's ability to sell its common stock through "at-the-market" offerings to raise up to $400 million.

Digital Realty can raise up to an aggregate offering price of $400 million in common stock through these agreements. This amount includes shares that have already been sold under the previous agreements.

The net proceeds from the sale of shares are intended to be contributed to the operating partnership and will be used to temporarily repay all or a portion of borrowings under the company's revolving credit facility, to acquire additional properties, to fund development and redevelopment opportunities, and for general corporate purposes.

The sales agents include Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, and Morgan Stanley & Co. Incorporated.