8-KMaterial AgreementsOther EventsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Material Agreement (Mar 8, 2011)

Filed March 8, 2011For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) filed an 8-K on March 8, 2011, to report the completion of a significant debt financing. The company successfully issued $400.0 million in aggregate principal amount of Digital Realty Trust, L.P.'s 5.250% Notes due 2021. These notes are fully and unconditionally guaranteed by the parent company, Digital Realty Trust, Inc. This offering provides the company with substantial capital, likely to support ongoing operations, development, or strategic initiatives within its data center real estate portfolio. The filing details the execution of the underwriting agreement with a syndicate of prominent financial institutions, including Morgan Stanley, Citigroup, Merrill Lynch, Credit Suisse, and Deutsche Bank. The terms of the Notes are governed by a base indenture and a supplemental indenture, which include customary restrictive covenants. These covenants are designed to protect noteholders by limiting the company's ability to incur additional debt and requiring the maintenance of unencumbered assets, providing a degree of financial stability and predictability for investors.

Key Highlights

  • 1Completion of a $400.0 million public offering of 5.250% Notes due 2021.
  • 2The Notes are issued by Digital Realty Trust, L.P. and are fully and unconditionally guaranteed by Digital Realty Trust, Inc.
  • 3The offering was underwritten by a syndicate of major investment banks, indicating strong market demand and access to capital.
  • 4The filing includes the execution of a base indenture and a supplemental indenture governing the terms of the Notes.
  • 5Covenants within the indentures include limitations on incurring additional indebtedness and requirements to maintain unencumbered assets.
  • 6The offering was made pursuant to an effective shelf registration statement and a prospectus supplement filed with the SEC.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the completion of a material definitive agreement, specifically the underwritten public offering of $400.0 million in aggregate principal amount of Digital Realty Trust, L.P.'s 5.250% Notes due 2021.

The notes have a principal amount of $400.0 million, a coupon rate of 5.250%, and a maturity date in 2021. They are issued by Digital Realty Trust, L.P. and are fully and unconditionally guaranteed by Digital Realty Trust, Inc. The terms are governed by a base and supplemental indenture which include restrictive covenants.

The indentures contain restrictive covenants that limit the company's ability to incur additional indebtedness and require the maintenance of a pool of unencumbered assets. These are standard provisions to protect bondholders.

The underwriters for this offering included Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, and Deutsche Bank Securities Inc., acting as representatives of the several underwriters.