8-KRegulation FDOther EventsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Regulation FD Disclosure (Jan 9, 2020)

Filed January 9, 2020For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) announced the pricing of a significant offering of Euro Notes totaling €1.675 billion on January 8, 2020. This offering includes €300.0 million of 0.125% Guaranteed Notes due 2022, €650.0 million of 0.625% Guaranteed Notes due 2025, and €750.0 million of 1.500% Guaranteed Notes due 2030. These notes are issued by a wholly owned indirect finance subsidiary and are fully guaranteed by Digital Realty Trust, Inc. and its operating partnership, making them senior unsecured obligations. The net proceeds from the 2025 and 2030 Notes are earmarked for financing or refinancing eligible green projects, demonstrating a commitment to sustainability. A portion of these proceeds, as well as proceeds from the 2022 Notes, may be used to repay debt related to the company's previously announced combination with InterXion, fund general corporate purposes, and acquire properties or businesses. Investors should note a contingent redemption clause for the 2025 and 2030 Notes if the InterXion combination is not consummated by January 27, 2021.

Key Highlights

  • 1Digital Realty priced a €1.675 billion Euro Notes offering on January 8, 2020.
  • 2The offering comprises three tranches: €300.0M (0.125% due 2022), €650.0M (0.625% due 2025), and €750.0M (1.500% due 2030).
  • 3Proceeds from the 2025 and 2030 Notes are intended for Eligible Green Projects (green building, energy efficiency, renewable energy).
  • 4A portion of the proceeds may be used to repay debt related to the InterXion combination.
  • 5The notes are guaranteed by Digital Realty Trust, Inc. and its operating partnership.
  • 6There is a risk of redemption for the 2025 and 2030 Notes (at 101% of principal) if the InterXion combination does not close by January 27, 2021.
  • 7The offering was conducted outside the United States under Regulation S.

Frequently Asked Questions

The offering aims to raise capital for Digital Realty. Specifically, proceeds from the 2025 and 2030 Notes are intended for financing 'Eligible Green Projects' (green buildings, energy efficiency, renewable energy). Proceeds from all tranches may also be used for general corporate purposes, debt repayment (including that related to the InterXion acquisition), property acquisitions, and funding development.

The net proceeds from the 2025 and 2030 Notes, and potentially the 2022 Notes, may be used to repay debt incurred for the InterXion acquisition. Crucially, if the InterXion combination is not completed by January 27, 2021, the company must redeem the 2025 and 2030 Notes at a premium (101% of principal plus accrued interest), introducing a contingent risk.

No, the Euro Notes are being offered and sold exclusively outside the United States in reliance on Regulation S under the Securities Act. They have not been registered under the U.S. Securities Act and cannot be offered or sold within the U.S. or to U.S. persons without registration or an applicable exemption.

The offering includes: - €300.0 million of 0.125% Guaranteed Notes due 2022. - €650.0 million of 0.625% Guaranteed Notes due 2025. - €750.0 million of 1.500% Guaranteed Notes due 2030. Interest is paid annually in arrears starting from January 17, 2020.