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."),
intends to offer, subject to market and other conditions,
$1,000,000,000 aggregate principal
amount of 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. Digital Realty L.P. also
expects to grant 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., will accrue interest payable semi-annually in arrears
and will mature on November 15, 2029,
unless earlier repurchased, redeemed or exchanged. Noteholders will
have the right to exchange their notes in certain circumstances and
during specified periods. Digital Realty L.P. will settle exchanges
in cash and, if applicable, shares of Digital Realty's common
stock.
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.
The interest rate, initial exchange rate and other terms of the
notes will be determined at the pricing of the offering.
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 intend to 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
anticipated terms of the notes being offered, the completion,
timing and size of the proposed offering and the 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, including market interest rates, the trading
price and volatility of Digital Realty's common stock 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 proposed
offering described in this press release and, if the proposed
offering is consummated, cannot provide any assurances regarding
the final terms of the offering or the notes or 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