Introductory Note
Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our company,” “the company” or “Digital Realty” refer to Digital Realty Trust, Inc., together with its consolidated subsidiaries, including Digital Realty Trust, L.P., our “operating partnership.”
Item 8.01. Other Events.
Results of Tender Offer for 5.875% Senior Notes due 2020
On January 17, 2019, Digital Realty announced the results of the previously announced cash tender offer (the “Tender Offer”) by the operating partnership for any and all of the outstanding $500 million in aggregate principal amount of 5.875% Senior Notes due 2020 (the “Senior Notes”), which are fully and unconditionally guaranteed by Digital Realty. The Tender Offer expired at 5:00 p.m., New York City time, on Thursday, January 17, 2019 (the “Expiration Time”). As of the expiration of the Tender Offer, $350,123,000 or 70.02% of the $500 million aggregate principal amount of the Senior Notes outstanding prior to the Tender Offer had been validly tendered and not withdrawn in the Tender Offer. The operating partnership accepted for purchase all of the Notes validly tendered and delivered (and not validly withdrawn) in the Tender Offer at or prior to the Expiration Time. Payment for the Notes purchased pursuant to the Tender Offer is anticipated to be made on January 18, 2019 (the “Settlement Date”) or January 23, 2019 (the “Guaranteed Delivery Settlement Date”), as applicable.
The consideration paid under the Tender Offer was $1,022.81 per $1,000 principal amount of Senior Notes, plus accrued and unpaid interest to, but not including, the Settlement Date. The total Tender Offer consideration of $367,651,373.10 including accrued and unpaid interest was funded from a portion of the net proceeds from the previously announced issuance and sale by Digital Euro Finco, LLC, a wholly owned indirect finance subsidiary of the Issuer, of its Euro-denominated 2.500% Guaranteed Notes due 2026.
The Tender Offer was made pursuant to the operating partnership’s Offer to Purchase dated January 11, 2019 and the related Letter of Transmittal and Notice of Guaranteed Delivery. Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as Dealer Manager for the Tender Offer. This Current Report on Form8-K is neither an offer to purchase nor a solicitation to buy any of the Notes nor is it a solicitation for acceptance of the Tender Offer.
The press releases announcing the pricing and expiration of the Tender Offer are attached hereto as Exhibit 99.1 and 99.2, respectively and are incorporated in this Item 8.01 by this reference.
Redemption of 5.875% Senior Notes due 2020
On January 18, 2019, Digital Realty announced that its operating partnership has elected to redeem all of its Senior Notes that remain outstanding following the Tender Offer on February 19, 2019 (the “Redemption Date”). The aggregate principal amount outstanding of Senior Notes following the settlement of the Tender Offer is $149,877,000. The redemption price for the Senior Notes is equal to (a) $1,020.310000 per $1,000 principal amount of the Senior Notes, or 102.031% of the aggregate principal amount of the Senior Notes, plus (b) accrued and unpaid interest to, but excluding, the Redemption Date equal to $2.937500 per $1,000 principal amount of the Senior Notes. Wilmington Trust FSB, as trustee for the Senior Notes, issued a notice to registered holders concerning the redemption. The operating partnership intends to use the net proceeds from the previously announced issuance and sale by Digital Euro Finco, LLC, a wholly owned indirect finance subsidiary of the operating partnership, of its Euro-denominated 2.500% Guaranteed Notes due 2026 (the “Euro Notes”), to fund this redemption. After such redemption, no Senior Notes will remain outstanding.
The foregoing does not constitute a notice of redemption with respect to any of the Senior Notes. A copy of the press release, dated January 18, 2019, announcing the redemption is attached hereto as Exhibit 99.3 and is incorporated in this Item 8.01 by this reference.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form8-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. 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 Tender Offer and the redemption of Senior 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 Tender Offer and the redemption of Senior 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 Form10-K for the year ended December 31, 2017 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.
