How is DLR paying for the Blackstone interests, and how much dilution does it create?

The consideration is $1,231 million in cash plus non-voting common stock valued at about $2.35 billion, calculated using the June 29, 2026 NYSE closing price. The filing does not state a total share count or a percentage dilution figure, so investors should check the share count once the transaction closes. The stock is non-voting but converts automatically into common stock when transferred to an unaffiliated party.

Why is the acquisition expected to be accretive, and when?

Management says the deal is leverage neutral and accretive to Core FFO per share in 2027 and 2028, as the data centers finish construction and tenants begin paying rent. Stabilization is expected in 1H 2027 for two facilities and 1H 2028 for the third. The initial stabilized cap rate is estimated at over 6.5%.

What are the main risks to the Blackstone deal?

The three facilities are still under development, so construction delays, cost overruns, supply chain issues, permitting problems, and labor shortages could delay rent and reduce returns. The lessees are subsidiaries, and their investment-grade parent companies are not party to the leases and may not be obligated to cover a subsidiary default. Northern Virginia leasing conditions could also change. The filing states there is no assurance the accretion targets will be met.

Does the Blackstone transaction depend on closing conditions?

Yes. The purchase is expected to close on June 30, 2026, subject to customary closing conditions. The filing's forward-looking statements also note there is no assurance the proposed transactions will close on the described terms or at all.

How is DLR using ATM equity proceeds and other share issuances?

DLR sold 6,158,839 shares under its ATM program for about $1.2 billion net. Proceeds may repay revolver borrowings, fund acquisitions and development, support working capital, or retire other debt. Separately, the company agreed to issue 3,425,031 shares to acquire about 16% of the Teraco JV from put-right holders, a deal expected to close in 2H 2026 that will raise DLR's ownership to 77%.

DLR 8-K: Securities & Listing & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed June 29, 2026. Cited figures are marked; the original filing is the authoritative source.

On June 29, 2026, Digital Realty (DLR) agreed to acquire Blackstone's blended 64%^a interests in the Digital Carver Dulles 9 and Digital Carver Brickyard joint ventures, making both wholly owned subsidiaries of the operating partnership.

Consideration is $1,231 million^b in cash plus non-voting common stock valued at about $2.3 billion (roughly $3.5 billion total), with closing expected June 30, 2026, subject to customary conditions. The three Northern Virginia hyperscale data centers (288 MW of expected IT capacity, two in Manassas and one on the Digital Dulles campus in Sterling) are 100% leased to three investment-grade hyperscale customers and carry a gross value of $7.8 billion, implying an estimated initial stabilized cap rate of over 6.5%. Management expects the deal to be leverage neutral and accretive to Core FFO per share in 2027 and 2028 as development completes and rents commence.

The filing also details other capital deployment activity: a April 30, 2026 land purchase at Astra Enterprise Park near Kansas City (about $377.6 million^c cash plus units), a June 22, 2026 agreement to issue 3,425,031 shares to acquire roughly 16% of the Teraco joint venture (lifting DLR's stake to 77%), and roughly $1.2 billion in net ATM proceeds from 6,158,839 shares sold between April 29 and June 29, 2026. The ATM proceeds are earmarked for debt repayment, acquisitions, development, and general corporate purposes. The key investor considerations are execution and dilution.

Development-stage delivery risk remains, as construction delays or cost overruns could push back rent commencement and the accretion timeline. The filing also flags that the parent companies of the lessees are not party to the leases and may not be obligated to cover subsidiary defaults. Because the stock consideration is based on the June 29 price and the non-voting shares convert to common stock on transfer to unaffiliated parties, future share supply from Blackstone is a point to monitor.

02—Key points

Key Highlights

Blackstone acquisition: DLR agreed to buy Blackstone's blended 64% stake in the Digital Carver Dulles 9 and Brickyard JVs for $1,231M cash plus non-voting common stock (~$2.35B), with closing expected June 30, 2026.
Asset profile: Three Northern Virginia hyperscale data centers totaling 288 MW of expected IT capacity, 100% leased to three investment-grade hyperscale customers, with a $7.8B gross value and an estimated initial stabilized cap rate above 6.5%.
Lease quality: 15-year leases with a blended average Aa3/AA- credit rating and 3.6% annual rent escalators, weighted by annualized rent.
Accretion guidance: Management expects the transaction to be leverage neutral and accretive to Core FFO per share in both 2027 and 2028 as development completes and rents commence.
Stabilization timing: Two data centers expected to stabilize in 1H 2027 and the third in 1H 2028.
Equity capital raised: Approximately 6.16M shares sold under the ATM program from April 29 to June 29, 2026, generating about $1.2B in net proceeds.
Teraco and Astra: DLR agreed to issue 3,425,031 shares to raise its Teraco JV stake to 77% (completion expected 2H 2026), and acquired ~1,440 acres at Astra Enterprise Park for ~$377.6M cash plus units.

03—Questions

Frequently Asked Questions

How is DLR paying for the Blackstone interests, and how much dilution does it create?
The consideration is $1,231 million in cash plus non-voting common stock valued at about $2.35 billion, calculated using the June 29, 2026 NYSE closing price. The filing does not state a total share count or a percentage dilution figure, so investors should check the share count once the transaction closes. The stock is non-voting but converts automatically into common stock when transferred to an unaffiliated party.
Why is the acquisition expected to be accretive, and when?
Management says the deal is leverage neutral and accretive to Core FFO per share in 2027 and 2028, as the data centers finish construction and tenants begin paying rent. Stabilization is expected in 1H 2027 for two facilities and 1H 2028 for the third. The initial stabilized cap rate is estimated at over 6.5%.
What are the main risks to the Blackstone deal?
The three facilities are still under development, so construction delays, cost overruns, supply chain issues, permitting problems, and labor shortages could delay rent and reduce returns. The lessees are subsidiaries, and their investment-grade parent companies are not party to the leases and may not be obligated to cover a subsidiary default. Northern Virginia leasing conditions could also change. The filing states there is no assurance the accretion targets will be met.
Does the Blackstone transaction depend on closing conditions?
Yes. The purchase is expected to close on June 30, 2026, subject to customary closing conditions. The filing's forward-looking statements also note there is no assurance the proposed transactions will close on the described terms or at all.
How is DLR using ATM equity proceeds and other share issuances?
DLR sold 6,158,839 shares under its ATM program for about $1.2 billion net. Proceeds may repay revolver borrowings, fund acquisitions and development, support working capital, or retire other debt. Separately, the company agreed to issue 3,425,031 shares to acquire about 16% of the Teraco JV from put-right holders, a deal expected to close in 2H 2026 that will raise DLR's ownership to 77%.

04—Continue

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