AUSTIN,
Texas, Nov. 6, 2024 /PRNewswire/ -- Digital
Realty Trust, Inc. (NYSE: DLR), ("Digital Realty"), the
largest global provider of cloud- and carrier-neutral data center,
colocation, and interconnection solutions, today announced that its
subsidiary, Digital Realty Trust, L.P. ("Digital Realty L.P."),
priced its offering of $1,000,000,000
aggregate principal amount of 1.875% exchangeable senior notes due
2029 (the "notes") in a private offering to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"). Digital Realty will fully and
unconditionally guarantee the notes on a senior, unsecured basis.
The issuance and sale of the notes are scheduled to settle on
November 12, 2024, subject to
customary closing conditions. Digital Realty L.P. also granted the
initial purchasers of the notes an option to purchase, for
settlement within a period of 13 days from, and including, the date
the notes are first issued, up to an additional $150,000,000 principal amount of notes.
The notes will be senior, unsecured obligations of Digital
Realty L.P. and will accrue interest at a rate of 1.875% per annum,
payable semi-annually in arrears on May
15 and November 15 of each
year, beginning on May 15, 2025. The
notes will mature on November 15,
2029, unless earlier repurchased, redeemed or exchanged.
Before August 15, 2029, noteholders
will have the right to exchange their notes only upon the
occurrence of certain events. From and after August 15, 2029, noteholders may exchange their
notes at any time at their election until the close of business on
the second scheduled trading day immediately before the maturity
date. Digital Realty L.P. will settle exchanges in cash and, if
applicable, shares of Digital Realty's common stock. The initial
exchange rate is 4.7998 shares of Digital Realty's common stock per
$1,000 principal amount of notes,
which represents an initial exchange price of approximately
$208.34 per share of Digital Realty's
common stock. The initial exchange price represents a premium of
approximately 20.0% over the last reported sale price of
$173.62 per share of Digital Realty's
common stock on November 6, 2024. The
exchange rate and exchange price will be subject to adjustment upon
the occurrence of certain events.
The notes will be redeemable, in whole or in part (subject to
certain limitations), for cash at Digital Realty L.P.'s option at
any time, and from time to time, on or after November 22, 2027 and on or before the 40th
scheduled trading day immediately before the maturity date, but
only if the last reported sale price per share of Digital Realty's
common stock exceeds 130% of the exchange price for a specified
period of time and certain other conditions are satisfied. The
redemption price will be equal to the principal amount of the notes
to be redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date.
If certain corporate events that constitute a "fundamental
change" occur, then, subject to a limited exception, noteholders
may require Digital Realty L.P. to repurchase their notes for cash.
The repurchase price will be equal to the principal amount of the
notes to be repurchased, plus accrued and unpaid interest, if any,
to, but excluding, the applicable repurchase date.
The notes will be entitled to the benefits of a registration
rights agreement pursuant to which Digital Realty will agree to
register, under the Securities Act, the resale of the shares of
Digital Realty's common stock, if any, issuable upon exchange of
the notes within specified time periods and subject to certain
limitations.
Digital Realty L.P. estimates that the net proceeds from the
offering will be approximately $979.3
million (or approximately $1,126.8
million if the initial purchasers fully exercise their
option to purchase additional notes), after deducting the initial
purchasers' discounts and commissions and Digital Realty L.P.'s
estimated offering expenses. Digital Realty L.P. intends to use the
net proceeds from the offering to temporarily repay borrowings
outstanding under its global revolving credit facilities, acquire
additional properties or businesses, fund development
opportunities, and to provide for working capital and other general
corporate purposes, including potentially for the repayment of
other debt or the repurchase, redemption, or retirement of
outstanding debt securities, or a combination of the foregoing.
The offer and sale of the notes, the guarantee and any shares of
Digital Realty's common stock issuable upon exchange of the notes
have not been registered under the Securities Act or any other
securities laws, and the notes and any such shares cannot be
offered or sold except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and any other applicable securities laws. Although
Digital Realty L.P. and Digital Realty will enter into a
registration rights agreement pursuant to which Digital Realty will
agree to register, under the Securities Act, the resale of the
shares of Digital Realty's common stock, if any, issuable upon
exchange of the notes, the registration rights agreement will
contain significant limitations, and a resale registration
statement may not be available at the time investors wish to resell
the shares of Digital Realty's common stock, if any, issuable upon
exchange of their notes. This press release does not constitute an
offer to sell, or the solicitation of an offer to buy, the notes or
any shares of Digital Realty's common stock issuable upon exchange
of the notes, nor will there be any sale of the notes or any such
shares, in any state or other jurisdiction in which such offer,
sale or solicitation would be unlawful.
About Digital Realty
Digital Realty brings companies
and data together by delivering the full spectrum of data center,
colocation and interconnection solutions. PlatformDIGITAL®, the
company's global data center platform, provides customers with a
secure data meeting place and a proven Pervasive Datacenter
Architecture (PDx®) solution methodology for powering innovation
and efficiently managing Data Gravity challenges. Digital Realty
gives its customers access to the connected data communities that
matter to them with a global data center footprint of 300+
facilities in 50+ metros across 25+ countries on six
continents.
Investor Relations
Jordan
Sadler / Jim Huseby
Digital Realty
+1 415 275 5344
InvestorRelations@digitalrealty.com
Safe Harbor Statement
This press release includes
forward-looking statements, including statements regarding the
completion of the offering and the expected amount and intended use
of the net proceeds. Forward-looking statements represent Digital
Realty's current expectations regarding future events and are
subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those implied by the
forward-looking statements. Among those risks and uncertainties are
market conditions, the satisfaction of the closing conditions
related to the offering and risks relating to Digital Realty's
business, including those described in periodic reports that
Digital Realty files from time to time with the SEC. Digital Realty
L.P. may not consummate the offering described in this press
release and, if the offering is consummated, cannot provide any
assurances regarding its ability to effectively apply the net
proceeds as described above. The forward-looking statements
included in this press release speak only as of the date of this
press release, and neither Digital Realty nor Digital Realty L.P.
undertakes to update the statements included in this press release
for subsequent developments, except as may be required by law.
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SOURCE Digital Realty Trust
