On May 11, 2020, Digital Realty Trust, Inc. (the “Company”) and Digital Realty Trust, L.P. (the “Operating Partnership”) entered into an amendment (the “Amendment”) of their existing ATM Equity Sales Agreement (as amended, the “Sales Agreement”) with BofA Securities, Inc., Barclays Capital Inc., BTIG, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC (collectively, the “agents”) and Bank of America, N.A., Barclays Bank PLC, Citigroup Global Markets Inc. (in its capacity as an agent and affiliate of Citibank, N.A.), Credit Suisse International, Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank and Wells Fargo Bank, National Association (collectively, the “forward purchasers”), to increase the number of shares to be sold under the Sales Agreement pursuant to a continuing offering program. Prior to the Amendment, the Company had offered and sold shares of its common stock having an aggregate gross sales price of $652,234,881.80 under the Sales Agreement through May 11, 2020. Following the Amendment, as of May 11, 2020, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $1,000,000,000. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the Amendment, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated May 11, 2020, to its shelf registration statement on Form S-3 (Registration Nos. 333-237232 and 333-237232-01), which was filed with the SEC and became effective on March 17, 2020, pursuant to Rule 424(b) under the Securities Act of 1933, as amended. An opinion of Venable LLP with respect to the validity of shares of the Company’s common stock that may be offered and sold pursuant to the prospectus supplement and the accompanying prospectus is filed herewith as Exhibit 5.1.