8-KLeadership ChangesAcquisitions & DispositionsOther Events+1

DIGITAL REALTY TRUST, INC. 8-K Report, Acquisition Completed (Mar 13, 2020)

Filed March 13, 2020For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) has completed its acquisition of InterXion Holding N.V. (INXN) through an exchange offer and subsequent legal merger, finalizing the transaction as of March 12, 2020. The exchange offer successfully garnered approximately 92.3% of INXN's outstanding capital, satisfying the conditions for closing. This strategic move significantly expands DLR's global data center footprint. As part of the acquisition, DLR issued approximately 51 million shares of its common stock, representing about 20% of its post-issuance outstanding shares, to fund the transaction and related equity award conversions. In conjunction with the acquisition, DLR has also appointed Jean F.H.P. Mandeville to its Board of Directors, adding independent expertise. Furthermore, DLR has addressed INXN's outstanding debt, with the company assuming and subsequently redeeming all €1.2 billion in aggregate principal amount of INXN's 4 3/4% Senior Notes due 2025, ensuring a clean financial structure post-merger.

Key Highlights

  • 1DLR has successfully completed the acquisition of InterXion Holding N.V. (INXN) via an exchange offer and subsequent merger, effective March 12, 2020.
  • 2The exchange offer resulted in the tender of approximately 92.3% of INXN's outstanding capital.
  • 3DLR issued approximately 51 million shares of its common stock, representing roughly 20% of its outstanding shares post-issuance, to finance the acquisition.
  • 4Jean F.H.P. Mandeville has been appointed as an independent director to DLR's Board of Directors.
  • 5DLR has fully redeemed INXN's €1.2 billion in aggregate principal amount of 4 3/4% Senior Notes due 2025.
  • 6Equity awards for INXN employees and directors have been converted into DLR restricted stock units (RSUs) or received offer consideration.
  • 7The transaction is expected to enhance DLR's global data center presence and capabilities.

Frequently Asked Questions

This 8-K filing announces the successful completion of Digital Realty Trust, Inc.'s (DLR) acquisition of InterXion Holding N.V. (INXN) through an exchange offer and subsequent legal merger. It details the final tender percentages, the shares issued by DLR, and the company's actions regarding INXN's debt and equity awards.

The acquisition was primarily financed through the issuance of approximately 51 million shares of DLR common stock, which represented about 20% of DLR's outstanding shares after the issuance. The report also details the conversion of INXN's equity awards and the redemption of its debt, implying these were also factored into the overall transaction cost and structure.

InterXion had €1.2 billion in aggregate principal amount of 4 3/4% Senior Notes due 2025. DLR, through its subsidiary InterXion II, assumed these notes and subsequently redeemed them in full on March 16 and March 17, 2020, satisfying and discharging the associated indenture.

Yes, DLR appointed Jean F.H.P. Mandeville as an independent director to its Board of Directors, effective upon the consummation of the exchange offer. Mr. Mandeville is expected to be nominated for re-election at the 2020 Annual Meeting of Stockholders and is anticipated to join the Audit Committee.