SAN FRANCISCO, Sept. 14, 2020 /PRNewswire/ -- Digital
Realty (NYSE: DLR), a leading global provider of carrier- and
cloud-neutral data center, colocation and interconnection
solutions, announced today that Digital Dutch Finco B.V., an
indirect wholly owned finance subsidiary of the company's operating
partnership, Digital Realty Trust, L.P., priced an offering of €750
million of Euro-denominated 1.00% Guaranteed Notes due 2032 and an
offering of €300 million of Euro-denominated Floating Rate
Guaranteed Notes due 2022.
The Euro Notes will be senior unsecured obligations of Digital
Dutch Finco B.V. and will be fully and unconditionally guaranteed
by the company and the operating partnership. Interest on the
2032 Notes will be payable annually in arrears at a rate of 1.00%
per annum from and including September 23,
2020 and will mature on January 15,
2032. Interest on the 2022 Notes will be paid
quarterly in arrears on March 23,
June 23, September 23 and December
23 of each year, beginning on December 23, 2020, at a rate per annum, reset
quarterly, equal to three-month EURIBOR plus 0.48%, and will mature
on September 23, 2022. Closing
of each offering is expected to occur on September 23, 2020, subject to the satisfaction
of customary closing conditions. The closing of the 2022
Notes offering is not contingent upon the closing of the 2032 Notes
offering, nor is the closing of the 2032 Notes offering contingent
upon the closing of the 2022 Notes offering.
The company intends to allocate an amount equal to the net
proceeds from the offering of the 2032 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
2032 Notes to eligible green projects, all or a portion of an
amount equal to the net proceeds from the 2032 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 company intends to use the net proceeds from
the offering of the 2022 Notes to fund the potential redemption in
full of Digital Stout Holding, LLC's 4.750% Guaranteed Notes Due
2023 or 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 and June 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") or 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 (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 or in the
United Kingdom has been
prepared. Offering or selling the Euro Notes or otherwise
making them available to any retail investor in the EEA or in the
United Kingdom 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.
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SOURCE Digital Realty