SAN FRANCISCO, June 14, 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 priced the previously announced tender
offer ("the Offer") to purchase for cash any and all of its
outstanding 3.400% notes due 2020 and 5.250% notes due 2021 (CUSIP
Nos. 25389JAN6 and 25389JAJ5) (collectively, "the Notes"), which
are fully and unconditionally guaranteed by Digital Realty, on the
terms and subject to the conditions set forth in the Offer to
Purchase, dated June 10, 2019, and
the Notice of Guaranteed Delivery (as they may each be amended or
supplemented from time to time, "the Offer Documents"). The
Issuer refers investors to the Offer Documents for the complete
terms and conditions of the Offer.
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
|
Reference
Yield
|
Fixed
Spread
|
Tender Offer
Consideration
(1)(2)
|
3.400% Notes due
2020
|
25389JAN6
|
$500,000,000
|
1.375% due
9/15/2020
|
FIT4
|
1.968%
|
30 bps
|
$1,013.38
|
5.250% Notes due
2021
|
25389JAJ5
|
$400,000,000
|
1.875% due
12/15/2020
|
FIT4
|
1.939%
|
30 bps
|
$1,044.01
|
|
|
|
|
|
|
|
|
(1) Per $1,000
principal amount.
|
(2) The applicable
Tender Offer Consideration is calculated on the basis of pricing
for the U.S. Treasury Reference Security as of 2:00 p.m., New York
City time, on June 14, 2019.
|
The applicable "Tender Offer Consideration" listed in the table
above for each $1,000 principal
amount of Notes validly tendered and accepted for purchase pursuant
to the Offer was determined in the manner described in the Offer
Documents by reference to a fixed spread for the applicable Notes
specified in the table above plus the yield based on the applicable
bid-side price of the U.S. Treasury Reference Security specified in
the table above at 2:00 p.m.,
New York City time, on
June 14, 2019.
Holders will also receive accrued and unpaid interest on Notes
validly tendered and accepted for purchase from the last interest
payment date up to, but not including, the date the Issuer makes
payment for such Notes, which date is anticipated to be
June 17, 2019.
Holders of the Notes are urged to read the Offer Documents
carefully before making any decision with respect to the Offer.
Holders who would like additional copies of the Offer
Documents may call the information agent, GBSC at (866) 924-2200.
Copies of the Offer Documents 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 Securities LLC 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 Offer will be deemed to be made on behalf of the Issuer by J.P.
Morgan Securities LLC or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction. The
full details of the Offer, including complete instructions on how
to tender Notes, are included in the Offer Documents.
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
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.
These risks and uncertainties include, among others, the
following: the competitive environment in which we operate; reduced
demand for data centers or decreases in information technology
spending; decreased rental rates, increased operating costs or
increased vacancy rates; increased competition or available supply
of data center space; the suitability of our data centers and data
center infrastructure, delays or disruptions in connectivity or
availability of power, or failures or breaches of our physical and
information security infrastructure or services; our dependence
upon significant customers, bankruptcy or insolvency of a major
customer or a significant number of smaller customers, or defaults
on or non-renewal of leases by customers; breaches of our
obligations or restrictions under our contracts with our customers;
our inability to successfully develop and lease new properties and
development space, and delays or unexpected costs in development of
properties; the impact of current global and local economic, credit
and market conditions; our inability to retain data center space
that we lease or sublease from third parties; difficulties managing
an international business and acquiring or operating properties in
foreign jurisdictions and unfamiliar metropolitan areas; our
failure to realize the intended benefits from, or disruptions to
our plans and operations or unknown or contingent liabilities
related to, our recent acquisitions; our failure to successfully
integrate and operate acquired or developed properties or
businesses; difficulties in identifying properties to acquire and
completing acquisitions; risks related to joint venture
investments, including as a result of our lack of control of such
investments; risks associated with using debt to fund our business
activities, including re-financing and interest rate risks, our
failure to repay debt when due, adverse changes in our credit
ratings or our breach of covenants or other terms contained in our
loan facilities and agreements; our failure to obtain necessary
debt and equity financing, and our dependence on external sources
of capital; financial market fluctuations and changes in foreign
currency exchange rates; adverse economic or real estate
developments in our industry or the industry sectors that we sell
to, including risks relating to decreasing real estate valuations
and impairment charges and goodwill and other intangible asset
impairment charges; our inability to manage our growth effectively;
losses in excess of our insurance coverage; environmental
liabilities and risks related to natural disasters; the expected
operating performance of recent acquisitions and descriptions
relating to these expectations; our inability to comply with rules
and regulations applicable to our company; our failure to maintain
our status as a REIT for U.S. federal income tax purposes; our
operating partnership's failure to qualify as a partnership for
U.S. federal income tax purposes; restrictions on our ability to
engage in certain business activities; changes in local, state,
federal and international laws and regulations, including related
to taxation, real estate and zoning laws, and increases in real
property tax rates; changes in the business or financial condition
of us or our business; our ability to deliver high-quality
properties and services, to attract and retain qualified personnel
and to attract and retain customers; and the impact of any
financial, accounting, legal or regulatory issues or litigation
that may affect us. For a further list and description of
such risks and uncertainties, see the reports and other filings by
the company with the U.S. Securities and Exchange Commission,
including the company's Annual Report on Form 10-K for the year
ended December 31, 2018 and Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019. 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.
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SOURCE Digital Realty Trust, Inc.