00012979960001494877falsefalse 0001297996 2024-11-06 2024-11-06 0001297996 dlr:DigitalRealtyTrustLPMember 2024-11-06 2024-11-06 0001297996 us-gaap:CommonStockMember 2024-11-06 2024-11-06 0001297996 dlr:SeriesJPreferredStockMember 2024-11-06 2024-11-06 0001297996 dlr:SeriesKPreferredStockMember 2024-11-06 2024-11-06 0001297996 dlr:SeriesLPreferredStockMember 2024-11-06 2024-11-06
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2024
 
 
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
(Exact name of registrant as specified in its charter)
 
 
 
Maryland
 
001-32336
 
26-0081711
Maryland
 
000-54023
 
20-2402955
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
5707 Southwest Parkway, Building 1, Suite 275
Austin, Texas
 
78735
(Address of principal executive offices)
 
(Zip Code)
(737)
281-0101
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
symbol(s)
 
Name of each exchange
on which registered
Common Stock   DLR   New York Stock Exchange
Series J Cumulative Redeemable Preferred Stock   DLR Pr J   New York Stock Exchange
Series K Cumulative Redeemable Preferred Stock   DLR Pr K   New York Stock Exchange
Series L Cumulative Redeemable Preferred Stock   DLR Pr L   New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
 
Digital Realty Trust, Inc.:      Emerging growth company   
Digital Realty Trust, L.P.:      Emerging growth company   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
Digital Realty Trust, Inc.: ☐       
Digital Realty Trust, L.P.: ☐       
 
 
 

Item 8.01.
Other Events.
On November 6, 2024, Digital Realty Trust, Inc. (the “
Company
”) issued a press release announcing that its subsidiary, Digital Realty Trust, L.P. (the “
Issuer
”) had commenced an offering of Exchangeable Senior Notes due 2029 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
On November 6, 2024, the Company issued a press release announcing the pricing of the previously announced offering of the Issuer’s 1.875% Exchangeable Senior Notes due 2029 (the “
Notes
”).
Copies of the press releases are attached as Exhibit 99.1 and 99.2 to this Current Report on Form
8-K
and are incorporated by reference into this Item 8.01.
Neither this Current Report on Form
8-K
nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s common stock, if any, issuable upon exchange of the Notes.
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 of 1934, as amended (the “Exchange Act”). 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 company’s 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 conditions related to the offering of the Euro Notes; and the impact of legislative, regulatory and competitive changes and other risk factors relating to the industries in which we operate, as detailed from time to time in each of our reports filed with the SEC. There can be no assurance that the proposed transactions will be consummated on the terms described herein or at all.
The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance. We discussed a number of additional material risks in our annual report on Form
10-K
for the year ended December 31, 2023, our quarterly report on Form
10-Q
for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 and other filings with the Securities and Exchange Commission. Those risks continue to be relevant to our performance and financial condition. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise.
 
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
No.
  
Description
99.1    Press Release of Digital Realty dated November 6, 2024
99.2    Press Release of Digital Realty dated November 6, 2024
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by
the
undersigned hereunto duly authorized.
Date: November 7, 2024
 
 
Digital Realty Trust, Inc.
By:  
/s/ Jeannie Lee
 
Jeannie Lee
 
Executive Vice President, General Counsel and Secretary
 
Digital Realty Trust, L.P.
By:   Digital Realty Trust, Inc.
  Its general partner
By:  
/s/ Jeannie Lee
 
Jeannie Lee
 
Executive Vice President, General Counsel and Secretary

Exhibit 99.1

Digital Realty Trust, L.P. Announces Proposed Exchangeable Senior Notes Offering

AUSTIN, Texas, November 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.

 

- 1 -


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.

For Additional Information

Investor Relations

Jordan Sadler / Jim Huseby

Digital Realty

+1 737 281 0101

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

 

- 2 -


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.

 

- 3 -

Exhibit 99.2

 

LOGO

Digital Realty Trust, L.P. Announces Pricing of $1.0 Billion Exchangeable Senior Notes Offering

AUSTIN, Texas – November 6, 2024 – 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.

 

 

Page 1 of 3


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

 

Page 2 of 3


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.

 

Page 3 of 3

v3.24.3
Cover Page
Nov. 06, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 06, 2024
Entity File Number 001-32336
Entity Registrant Name DIGITAL REALTY TRUST, INC.
Entity Incorporation, State or Country Code MD
Entity Tax Identification Number 26-0081711
Entity Address, Address Line One 5707 Southwest Parkway, Building 1, Suite 275
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78735
City Area Code 737
Local Phone Number 281-0101
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001297996
Amendment Flag false
Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol DLR
Security Exchange Name NYSE
Series J Preferred Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Series J Cumulative Redeemable Preferred Stock
Trading Symbol DLR Pr J
Security Exchange Name NYSE
Series K Preferred Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Series K Cumulative Redeemable Preferred Stock
Trading Symbol DLR Pr K
Security Exchange Name NYSE
Series L Preferred Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Series L Cumulative Redeemable Preferred Stock
Trading Symbol DLR Pr L
Security Exchange Name NYSE
Digital Realty Trust L.P.  
Entity Information [Line Items]  
Entity File Number 000-54023
Entity Registrant Name DIGITAL REALTY TRUST, L.P.
Entity Incorporation, State or Country Code MD
Entity Tax Identification Number 20-2402955
Entity Address, Address Line One 5707 Southwest Parkway, Building 1, Suite 275
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78735
City Area Code 737
Local Phone Number 281-0101
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001494877
Amendment Flag false

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