AUSTIN,
Texas, Sept. 9, 2024 /PRNewswire/ -- Digital
Realty (NYSE: DLR), the largest global provider of cloud- and
carrier-neutral data center, colocation and interconnection
solutions, announced today that Digital Dutch Finco B.V., an
indirect wholly owned finance subsidiary of the company's operating
partnership, Digital Realty Trust, L.P., priced an offering of
€850.0 million aggregate principal amount of 3.875% Guaranteed
Notes due 2033 at a price of 99.843% of the principal amount.
The Euro Notes will be senior unsecured obligations of Digital
Dutch Finco B.V. and will be fully and unconditionally guaranteed
by the company and the operating partnership. Interest on the Euro
Notes will be payable annually in arrears at a rate of 3.875% per
annum from and including September 13,
2024 and will mature on September 13,
2033. Closing of the offering is expected to occur on
September 13, 2024, subject to the
satisfaction of customary closing conditions.
The company intends to allocate an amount equal to the net
proceeds from the offering of the Euro Notes to finance or
refinance, in part or in full, new and/or existing renewable
energy, energy efficiency, pollution prevention and control,
environmentally sustainable management of living natural resources
and land use, terrestrial and aquatic biodiversity, clean
transportation, sustainable water and wastewater management,
climate change adaptation and green building projects, including
the development and redevelopment of such projects. Pending the
allocation of the net proceeds of the Euro Notes to eligible green
projects, all or a portion of an amount equal to the net proceeds
from the Euro Notes may be used to temporarily repay borrowings
outstanding under the operating partnership's global revolving
credit facilities, acquire additional properties or businesses,
fund development opportunities, invest in interest-bearing accounts
and short-term, interest-bearing securities which are consistent
with the company's intention to qualify as a REIT for U.S. federal
income tax purposes, and to provide for working capital and other
general corporate purposes, including potentially for the repayment
of other debt, or the redemption, repurchase, repayment or
retirement of outstanding equity or debt securities, or a
combination of the foregoing.
The Euro Notes are being sold only outside the United States in reliance on Regulation S
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Euro Notes have not been and will not be registered
under the Securities Act and may not be offered or sold in
the United States or to
United States persons (within the
meaning of Regulation S under the Securities Act) absent
registration or an applicable exemption from registration
requirements. This press release shall not constitute an offer to
sell or a solicitation of an offer to buy the Euro Notes, nor shall
there be any offer, solicitation or sale of the Euro Notes in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
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,
including statements related to the timing and consummation of the
offering of the Euro Notes and the expected use of the net
proceeds. The company can provide no assurances that it will be
able to complete the offering on the anticipated terms, or at all.
For a further list and description of such risks and uncertainties,
see the company's reports and other filings with the U.S.
Securities and Exchange Commission, including the Annual Report on
Form 10-K for the year ended December 31,
2023 and the Quarterly Report on Form 10-Q for the quarters
ended March 31, 2024 and June 30, 2024. 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.
Reg S Statement
This communication is not an offer to
sell or a solicitation of an offer to buy securities of Digital
Realty Trust, Inc. or its subsidiaries. The securities have not
been and will not be registered under the Securities Act, or with
any securities regulatory authority of any state or other
jurisdiction of the United States.
Consequently, the securities may not be offered, sold, resold,
transferred, delivered or distributed, directly or indirectly, into
or within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United
States. Any offering of the securities will be conducted
pursuant to Regulation S under the Securities Act.
Notice to EEA Investors
The Euro Notes are not
intended to be offered, sold or otherwise made available to and,
with effect from such date, should not be offered, sold or
otherwise made available to any retail investor in the European
Economic Area (the "EEA"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or (ii) a customer within the meaning of
Directive 2016/97/EU (as amended, the "IMD"), where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II. No key information document required
by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling any in scope instrument or
otherwise making such instruments available to retail investors in
the EEA has been prepared. Offering or selling the Euro Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation. This communication has
been prepared on the basis that any offers or sales of Euro Notes
in any Member State of the EEA will be made pursuant to an
exemption under Regulation (EU) 2017/1129 (as amended or
superseded, the "Prospectus Regulation") from the requirement to
publish a prospectus for offers or sales of Euro Notes. This
communication is not a prospectus for the purposes of the
Prospectus Regulation.
Notice to UK Investors
This announcement is for distribution only to, and is directed
at, persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Financial
Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). This announcement is directed only at relevant persons
and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which
this announcement relates is available only to relevant persons and
will be engaged in only with relevant persons.
The Euro Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act
2000, as amended (the "FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA ("UK MiFIR").
Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Euro
Notes or otherwise making them available to retail investors in the
United Kingdom has been prepared
and therefore offering or selling the Euro Notes or otherwise
making them available to any retail investor in the United Kingdom may be unlawful under the UK
PRIIPs Regulation.
Relevant stabilization regulations including FCA/ICMA
apply. Manufacturer target market (MIFID II and UK MiFIR
product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs or UK PRIIPs
key information document (KID) has been prepared as not available
to retail in EEA or UK.
Investor Relations
Jordan Sadler / Jim Huseby
Investor Relations
Digital Realty
(737) 281-0101
InvestorRelations@digitalrealty.com
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SOURCE Digital Realty Trust