Introductory Note
Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our company,” “the company” or “Digital Realty” refer to Digital Realty Trust, Inc., together with its consolidated subsidiaries, including Digital Realty Trust, L.P., our “operating partnership.”
Item 7.01. |
Regulation FD Disclosure. |
On September 9, 2024, Digital Realty issued a press release announcing the pricing of the Euro Notes described under Item 8.01 below. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
The information included in this Current Report on Form
8-K
under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the company or the operating partnership under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
On September 9, 2024, Digital Dutch Finco B.V., an indirect wholly owned finance subsidiary of the operating partnership, priced an offering of €850,000,000 aggregate principal amount of 3.875% Guaranteed Notes due 2033 (the “Euro Notes”). The Euro Notes will be senior unsecured obligations of Digital Dutch Finco B.V. and will be fully and unconditionally guaranteed by Digital Realty Trust, Inc. and the operating partnership. The Euro Notes are being sold only outside the United States in reliance on Regulation S under the Securities Act. The Euro Notes have not been and will not be registered under the Securities Act and may not be offered or sold within 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.
Interest on the Euro Notes will be paid in cash annually in arrears at a rate of 3.875% per annum from and including September 13, 2024. The Euro Notes will be issued pursuant to an indenture between Digital Dutch Finco B.V., Digital Realty Trust, Inc., the operating partnership, Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, setting forth the terms of the Euro Notes. Settlement of the offering is expected to occur on September 13, 2024, subject to the satisfaction of customary closing conditions.
The company intends to allocate an amount equal to the net proceeds from the offering of the Euro Notes to finance or refinance, in part or in full, new and/or existing renewable energy, energy efficiency, pollution prevention and control, environmentally sustainable management of living natural resources and land use, terrestrial and aquatic biodiversity, clean transportation, sustainable water and wastewater management, climate change adaptation and green building projects, including the development and redevelopment of such projects (collectively, “Eligible Green 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 Digital Realty Trust, Inc.’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.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form
8-K
contains certain “forward-looking” statements as that term is defined by Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as “believes”, “anticipates”, “expects”, “may”, “will”, “would”, “should”, “estimates”, “could”, “intends”, “plans” or other similar expressions are forward-looking