8-KRegulation FDOther EventsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Regulation FD Disclosure (Feb 26, 2019)

Filed February 26, 2019For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) announced on February 26, 2019, the pricing of an additional offering of £150 million aggregate principal amount of 3.750% Guaranteed Notes due 2030. These notes are issued by its wholly owned subsidiary, Digital Stout Holding, LLC, and are fully and unconditionally guaranteed by Digital Realty Trust, Inc. and its operating partnership. This issuance is an augmentation of an existing series of notes, effectively creating a larger pool of debt with the same terms. The offering is being conducted outside the United States under Regulation S, with settlement expected on March 5, 2019. Investors should note that the proceeds from this offering are intended for a variety of general corporate purposes, including repaying existing debt under global credit facilities, funding property or business acquisitions, development projects, and general working capital. The company has also included a cautionary statement regarding forward-looking statements, highlighting the inherent risks and uncertainties associated with such statements and the consummation of the offering.

Key Highlights

  • 1Digital Realty priced an additional £150 million of 3.750% Guaranteed Notes due 2030.
  • 2The notes are issued by Digital Stout Holding, LLC and guaranteed by Digital Realty Trust, Inc. and its operating partnership.
  • 3This offering is an addition to an existing £400 million series of notes due 2030.
  • 4The issuance is being conducted outside the United States under Regulation S.
  • 5Proceeds are earmarked for debt repayment, acquisitions, development, and general corporate purposes.
  • 6Settlement of the notes is anticipated to occur on March 5, 2019.
  • 7The filing includes standard forward-looking statements and risk factor disclaimers.

Frequently Asked Questions

The net proceeds from the offering are intended for various general corporate purposes, including repaying outstanding borrowings under the operating partnership's global credit facilities, funding acquisitions of additional properties or businesses, development opportunities, and working capital. It may also be used for the repayment of other debt or the repurchase/redemption of outstanding debt securities or preferred stock.

The notes are being issued by Digital Stout Holding, LLC, a wholly owned subsidiary of the operating partnership. They are fully and unconditionally guaranteed by Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (the operating partnership).

These are additional notes issued under an existing indenture dated October 17, 2018. They will be treated as a single series with the previously issued £400 million of 3.750% Guaranteed Notes due 2030.

The GBP Notes are being sold exclusively outside the United States in reliance on Regulation S under the Securities Act. They have not been registered under the Securities Act and cannot be offered or sold within the U.S. or to U.S. persons without registration or an applicable exemption.