SAN FRANCISCO, June 10, 2019 /PRNewswire/ -- Digital Realty
Trust, Inc. (NYSE: DLR)("Digital Realty") announced today that
Digital Realty Trust, L.P. (the "Issuer"), its operating
partnership subsidiary, has commenced a cash tender offer for (i)
any and all of its outstanding 3.400% Notes due 2020 (CUSIP No.
25389JAN6) (the "2020 Notes") and (ii) any and all of its
outstanding 5.250% Notes due 2021 (CUSIP No. 25389JAJ5) (the "2021
Notes," and together with the 2020 Notes, the "Notes"), on the
terms and subject to the conditions set forth in the Offer to
Purchase, dated the date hereof (the "Offer to Purchase") and the
related Notice of Guaranteed Delivery attached to the Offer to
Purchase (the "Notice of Guaranteed Delivery"). The Notes are
fully and unconditionally guaranteed by Digital Realty. As of
June 7, 2019, there were $500,000,000 aggregate principal amount of 2020
Notes outstanding and $400,000,000
aggregate principal amount of the 2021 Notes outstanding. The
tender offer is referred to herein as the "Offer." The Offer
to Purchase and the Notice of Guaranteed Delivery are referred to
herein collectively as the "Offer Documents."
Certain information regarding the Notes and the pricing for the
Offer is set forth in the table below.
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
U.S. Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Hypothetical
Tender Offer
Consideration (1)(2)
|
3.400% Notes due
2020
|
25389JAN6
|
$500,000,000
|
1.375% U.S.
Treasury due
9/15/2020
|
FIT4
|
30 bps
|
$1,013.56
|
5.250% Notes due
2021
|
25389JAJ5
|
$400,000,000
|
1.875% U.S.
Treasury due
12/15/2020
|
FIT4
|
30 bps
|
$1,044.15
|
(1)
|
Per $1,000 principal
amount.
|
(2)
|
Hypothetical Tender
Offer Consideration (as defined below) calculated on the basis of
pricing for the applicable U.S. Treasury Reference Security as of
2:00 p.m., New York City time, on June 7, 2019 and a Settlement
Date (as defined below) on June 17, 2019. The actual
applicable Tender Offer Consideration for each series of Notes
payable pursuant to the Offer will be calculated and determined as
set forth in the Offer to Purchase.
|
Holders must validly tender (and not validly withdraw) or
deliver a properly completed and duly executed Notice of Guaranteed
Delivery for their Notes at or before the Expiration Time (as
defined below) in order to be eligible to receive the applicable
Tender Offer Consideration. In addition, holders whose Notes
are purchased in the Offer will receive accrued and unpaid interest
from the last interest payment date to, but not including, the
Settlement Date (as defined in the Offer to Purchase) for the
applicable Notes. The Issuer expects the Settlement Date to
occur on June 17, 2019. Notes
tendered by Notice of Guaranteed Delivery and accepted for purchase
will be purchased on the third business day after the Expiration
Date, but payment of accrued interest on such Notes will only be
made to, but not including, the Settlement Date.
The Offer will expire at 5:00
p.m., New York City time,
on June 14, 2019 (such time and date,
as it may be extended, the "Expiration Time"), unless extended or
earlier terminated by the Issuer. The Notes tendered may be
withdrawn at any time at or before the Expiration Time by following
the procedures described in the Offer to Purchase.
The Issuer's obligation to accept for purchase and to pay for
the Notes validly tendered and not validly withdrawn pursuant to
the Offer is subject to the satisfaction or waiver, in the Issuer's
discretion, of certain conditions, which are more fully described
in the Offer to Purchase, including, among others, the Issuer's
receipt of aggregate proceeds (before underwriter's discounts and
commissions and other offering expenses) from an offering of new
senior unsecured notes, on terms satisfactory to the Issuer.
The complete terms and conditions of the Offer are set forth
in the Offer Documents. Holders of the Notes are urged to
read the Offer Documents carefully.
The applicable "Tender Offer Consideration" for each
$1,000 principal amount of Notes
validly tendered and accepted for purchase pursuant to the Offer
will be determined in the manner described in the Tender Offer
Documents by reference to the applicable fixed spread specified for
such Notes specified in the table above plus the yield based on the
bid-side price of the applicable U.S. Treasury Reference Security
specified in the table above at 2:00
p.m., New York City time,
on June 14, 2019, unless extended or
earlier terminated.
The Issuer has retained Global Bondholder Services Corporation
as the tender agent and information agent for the Offer. The
Issuer has retained J.P. Morgan Securities LLC ("J.P. Morgan") as
the dealer manager for the Offer.
Holders who would like additional copies of the Offer Documents
may call or email the information agent, GBSC at (866) 924-2200.
Copies of the Offer to Purchase and Notice of Guaranteed
Delivery are also available at the following website:
http://www.gbsc-usa.com/DigitalRealty. Questions
regarding the terms of the Offer should be directed to J.P. Morgan
at (866) 834-4666 (toll-free) or (212) 834-6950
(collect).
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Notes. The Offer is
being made solely pursuant to the Offer Documents. The Offer
is not being made to holders of Notes in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction.
In any jurisdiction in which the securities laws or blue sky
laws require the Offer to be made by a licensed broker or dealer,
the Offers will be deemed to be made on behalf of the Issuer by
J.P. Morgan or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
About Digital Realty
Digital Realty supports the data
center, colocation and interconnection strategies of more than
2,000 firms across its secure, network-rich portfolio of data
centers located throughout North
America, Europe,
Latin America, Asia and Australia. Digital Realty's
clients include domestic and international companies of all sizes,
ranging from cloud and information technology services,
communications and social networking to financial services,
manufacturing, energy, healthcare and consumer products.
For Additional Information:
Andrew P. Power
Chief Financial Officer
Digital Realty
(415) 738-6500
Investor Relations
John J.
Stewart
Digital Realty
(415) 738-6500
investorrelations@digitalrealty.com
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SOURCE Digital Realty