Item 8.01. Other Events.
On January 11, 2019, Digital Euro Finco, LLC, a wholly owned indirect finance subsidiary of the operating partnership, priced an offering of 850 million
aggregate principal amount of 2.500% Guaranteed Notes due 2026 denominated in Euros (the Euro Notes). The Euro Notes will be senior unsecured obligations of Digital Euro Finco, LLC 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 2.500% per annum. The Euro Notes will be issued pursuant to an indenture between Digital Euro Finco, LLC, 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 Euro Notes is expected to
occur on January 16, 2019, subject to the satisfaction of customary closing conditions.
We intend 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, certain green building, energy and resource efficiency and renewable energy projects (collectively, Eligible Green Projects), including the development and
redevelopment of such projects. Pending the allocation of an amount equal to the net proceeds of the Euro Notes to Eligible Green Projects, all or a portion of an amount equal to the net proceeds may be used for the payment of outstanding
indebtedness or other capital management activities. Such indebtedness to be redeemed or repaid is expected to include the 2020 Notes pursuant to a previously announced tender offer for such notes, by redemption or otherwise, and may include
borrowings under the operating partnerships global credit facilities, as well as other outstanding debt securities.
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, as amended. 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 statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the companys actual results in future periods to differ
materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following factors: timing and consummation of the offering of the Euro Notes; the intended use of the net proceeds from the
offering of the Euro Notes; risks and uncertainties related to market conditions and satisfaction of customary closing