8-KOther EventsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Corporate Update (Sep 27, 2018)

Filed September 27, 2018For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) filed an 8-K on September 27, 2018, detailing a significant equity offering. The company entered into forward sale agreements with Bank of America, N.A. and Citibank, N.A., and an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. This structure allowed for the immediate sale of 9,775,000 shares of common stock at a public offering price of $113.00 per share. While the shares were sold and proceeds were effectively received by the company through the forward sale agreements, the actual physical settlement of these shares is deferred, with settlement expected to occur on or before September 27, 2019. This provides Digital Realty with flexibility in managing its equity and potentially timing the delivery of shares to forward purchasers in exchange for cash. Investors should note that this offering represents a substantial capital raise, intended to strengthen the company's financial position and support future growth initiatives.

Key Highlights

  • 1Digital Realty has completed a public offering of 9,775,000 shares of common stock at $113.00 per share.
  • 2The offering was structured using forward sale agreements with Bank of America and Citibank, and an underwriting agreement.
  • 3The company received proceeds from the offering, though physical settlement of the shares is deferred until on or before September 27, 2019.
  • 4This transaction represents a significant capital raise for Digital Realty.
  • 5The shares were offered under a shelf registration statement and prospectus supplement.
  • 6Legal opinions regarding Maryland law concerning the common stock were filed as exhibits.

Frequently Asked Questions

This 8-K filing was made to disclose the details of a public offering of Digital Realty's common stock, including the agreements related to the sale and the intended future settlement of shares.

A forward sale agreement allows Digital Realty to receive funds from the sale of stock now, but defer the physical delivery of the shares to the purchasers until a future date (within one year in this case). This offers flexibility in capital management.

The offering involved 9,775,000 shares sold at $113.00 per share. While the filing does not explicitly state the gross proceeds, the total value of the offering is approximately $1.105 billion (9,775,000 shares * $113.00/share).

Digital Realty intends to deliver the shares upon physical settlement of the forward sale agreements on one or more dates specified by the company, occurring no later than September 27, 2019.