AUSTIN, Texas, Sept. 8, 2021 /PRNewswire/ -- Digital Realty
(NYSE: DLR), the largest global provider of cloud- and
carrier-neutral data center, colocation and interconnection
solutions, announced today it has commenced an underwritten
registered public offering of 6,250,000 shares of its common stock
in connection with the forward sales agreements described
below.
BofA Securities, Citigroup and J.P. Morgan are the joint
book-running managers for the offering.
The company expects to enter into forward sale agreements with
BofA Securities, Citigroup and J.P. Morgan (or affiliates thereof)
(the "forward purchasers") with respect to 6,250,000 shares of its
common stock (or an aggregate of 7,187,500 shares of its common
stock if the underwriters exercise their option to purchase
additional shares in full as described below). In connection
with the forward sale agreements, the forward purchasers (or their
affiliates) (the "forward sellers") are expected to borrow and sell
to the underwriters an aggregate of 6,250,000 shares of the common
stock that will be delivered in this offering (or an aggregate of
7,187,500 shares of the common stock if the underwriters exercise
their option to purchase additional shares in full as described
below). The company intends (subject to its right to elect
cash or net share settlement subject to certain conditions) to
deliver, upon physical settlement of such forward sale agreements
on one or more dates specified by the company occurring no later
than March 13, 2023, an aggregate of
6,250,000 shares of its common stock (or an aggregate of 7,187,500
shares of its common stock if the underwriters exercise their
option to purchase additional shares in full as described below) to
the forward purchasers in exchange for cash proceeds per share
equal to the applicable forward sale price, which will be the
public offering price, less underwriting discounts and commissions,
subject to certain adjustments as provided in the forward sale
agreements.
The forward sellers also expect to grant the underwriters a
30-day option to purchase up to an additional 937,500 shares of the
company's common stock. Upon any exercise of such option, the
number of shares of the company's common stock underlying each
forward sale agreement will be increased by the number of shares
sold by the applicable forward seller in respect of such option
exercise.
The company will not initially receive any proceeds from the
sale of shares of its common stock by the forward sellers.
The company intends to use the net proceeds, if any, received
upon the settlement of the forward sale agreements (and from the
sale of any shares of common stock sold by the company to the
underwriters in connection with this offering) to temporarily repay
borrowings outstanding under the global revolving credit facilities
of Digital Realty Trust, L.P., our operating partnership, fund
development opportunities, acquire additional properties or
businesses, invest in interest-bearing accounts and short-term,
interest-bearing securities which are consistent with our 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 offering is being made pursuant to an effective shelf
registration statement (containing a prospectus) filed with the
Securities and Exchange Commission. A preliminary prospectus
supplement relating to the offering will be filed with the SEC and
will be available on the SEC's website at http://www.sec.gov.
A copy of the prospectus supplement and accompanying
prospectus relating to the offering may be obtained by contacting
BofA Securities, NC1-004-03-43, 200 North College Street, 3rd
floor, Charlotte NC 28255-0001, Attn: Prospectus Department;
Email: dg.prospectus_requests@bofa.com; Citigroup, c/o Broadridge
Financial Solutions / 1155 Long Island Avenue / Edgewood, NY 11717 or via phone at (800)
831-9146; or J.P. Morgan Securities LLC, Attention: Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone:
1-866-803-9204.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or other jurisdiction.
For Additional Information
Andrew P. Power
Chief Financial Officer
Digital Realty
+1 (415) 738-6500
Investor Relations
John J.
Stewart / Jim Huseby
Digital Realty
+1 (415) 738-6500
InvestorRelations@digitalrealty.com
About Digital Realty
Digital Realty supports the
world's leading enterprises and service providers by delivering the
full spectrum of data center, colocation and interconnection
solutions. PlatformDIGITAL®, the company's global data center
platform, provides customers a trusted foundation and proven
Pervasive Datacenter Architecture (PDx™) solution methodology for
scaling digital business and efficiently managing data gravity
challenges. Digital Realty's global data center footprint
gives customers access to the connected communities that matter to
them with more than 291 facilities in 47 metros across 24 countries
on six continents.
Safe Harbor Statement
This press release contains
forward-looking statements that 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 of the offering, the
expected physical settlement of the forward sale agreement(s) and
use of proceeds. For a list and description of such risks and
uncertainties, see the reports and other filings by Digital Realty
Trust, Inc. and Digital Realty Trust, L.P. with the U.S. Securities
and Exchange Commission, including Digital Realty Trust, Inc. and
Digital Realty Trust, L.P.'s combined Annual Report on Form 10-K
for the year ended December 31, 2020
and other documents subsequently filed by the company with the
SEC. 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