SAN FRANCISCO, Jan. 5, 2021 /PRNewswire/ -- Digital Realty
(NYSE: DLR), a leading global provider of carrier- and
cloud-neutral data center, colocation and interconnection
solutions, announced today that Digital Intrepid Holding B.V.,
an indirect wholly owned holding and finance subsidiary of the
company's operating partnership, Digital Realty Trust, L.P., priced
an offering of €1.0 billion aggregate principal amount of 0.625%
Guaranteed Notes due 2031 at a price of 99.515% of the principal
amount.
The Euro Notes will be senior unsecured obligations of Digital
Intrepid Holding B.V. and will be fully and unconditionally
guaranteed by the company and the operating partnership.
Interest on the Euro Notes will be payable annually in
arrears at a rate of 0.625% per annum from and including
January 12, 2021, and the Euro Notes
will mature on July 15, 2031.
The company intends to allocate an amount equal to the net
proceeds from the offering of the Euro Notes to finance or
refinance, in whole or in part, recently completed or future green
building, energy and resource efficiency and renewable energy
projects, including the development and redevelopment of such
projects. Pending the allocation of the net proceeds of the
Euro Notes to eligible green projects, all or a portion of an
amount equal to the net proceeds from the Euro Notes may be used to
temporarily repay borrowings outstanding under the operating
partnership's global revolving credit facilities, acquire
additional properties or businesses, fund development
opportunities, invest in interest-bearing accounts and short-term,
interest-bearing securities which are consistent with the company's
intention to qualify as a REIT for U.S. federal income tax
purposes, and to provide for working capital and other general
corporate purposes, including potentially for the repayment of
other debt, or the redemption, repurchase, repayment or retirement
of outstanding equity or debt securities, or a combination of the
foregoing.
The Euro Notes are being sold only outside the United States in reliance on Regulation S
under the U.S. Securities Act of 1933, as amended. The Euro
Notes have not been and will not be registered under the Securities
Act and may not be offered or sold in the
United States or to United
States persons (within the meaning of Regulation S under the
Securities Act) absent registration or an applicable exemption from
registration requirements. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
the Euro Notes, nor shall there be any offer, solicitation or sale
of the Euro Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Safe Harbor Statement
This press release contains
forward-looking statements which are based on current expectations,
forecasts and assumptions that involve risks and uncertainties that
could cause actual outcomes and results to differ materially,
including statements related to the timing and consummation of the
offering of the Euro Notes and the expected use of the net
proceeds. The company can provide no assurances that it will
be able to complete the offering on the anticipated terms, or at
all. For a further list and description of such risks and
uncertainties, see the company's reports and other filings with the
U.S. Securities and Exchange Commission, including the Annual
Report on Form 10-K for the year ended December 31, 2019 and the Quarterly Report on
Form 10-Q for the quarters ended March 31,
2020, June 30, 2020 and
September 30, 2020. The company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Reg S Statement
This communication is not an offer to
sell or a solicitation of an offer to buy securities of Digital
Realty Trust, Inc. or its subsidiaries. The securities have
not been and will not be registered under the Securities Act, or
with any securities regulatory authority of any state or other
jurisdiction of the United States.
Consequently, the securities may not be offered, sold,
resold, transferred, delivered or distributed, directly or
indirectly, into or within the United
States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. Any offering of the
securities will be conducted pursuant to Regulation S under the
Securities Act.
Notice to EEA Retail Investors
The Euro Notes are not intended to be offered, sold or otherwise
made available to and, with effect from such date, should not be
offered, sold or otherwise made available to any retail investor in
the European Economic Area (the "EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the
meaning of Directive 2016/97/EU (recast) (as amended, the "IMD"),
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. No key
information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling any in
scope instrument or otherwise making such instruments available to
retail investors in the EEA has been prepared. Offering or
selling the Euro Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs
Regulation. This communication has been prepared on the basis
that any offers or sales of Euro Notes in any Member State of the
EEA will be made pursuant to an exemption under Regulation (EU)
2017/1129 (as amended or superseded, the "Prospectus Regulation")
from the requirement to publish a prospectus for offers or sales of
Euro Notes. This communication is not a prospectus for the
purposes of the Prospectus Regulation.
Notice to UK Retail Investors
The Euro Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act
2000, as amended (the "FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA. Consequently, no
key information document required by Regulation (EU) No 1286/2014
as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Euro Notes or
otherwise making them available to retail investors in the
United Kingdom has been prepared
and therefore offering or selling the Euro Notes or otherwise
making them available to any retail investor in the United Kingdom may be unlawful under the UK
PRIIPs Regulation.
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SOURCE Digital Realty