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 priced an underwritten registered
public offering of 6,250,000 shares of its common stock, all of
which are being offered in connection with the forward sale
agreements described below, at a price of $160.50 per share.
BofA Securities, Citigroup and J.P. Morgan are acting as
the joint lead book-running managers for the offering. BTIG,
PNC Capital Markets LLC, Scotiabank, SMBC, TD Securities, Barclays,
Credit Suisse, Mizuho Securities, Morgan Stanley, MUFG, RBC Capital
Markets, Truist Securities, Wells Fargo Securities and Deutsche
Bank Securities are book-running managers for the offering and
Academy Securities, BMO Capital Markets, Capital One Securities,
ING Financial Markets LLC, KeyBanc Capital Markets and Raymond James are co-managers for the
offering.
The company has entered 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). 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). 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) 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 granted the underwriters a 30-day
option to purchase up to an additional 937,500 shares of the
company's common stock. The offering is expected to close on
September 13, 2021, subject to
customary closing conditions. 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) that has been
filed with the Securities and Exchange Commission. A final
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,
when available, 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 and consummation of the
offering, the expected physical settlement of the forward sale
agreements 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