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.”
Results of Tender Offer for 3.400% Notes due 2020 and 5.250% Notes due 2021
On June 14, 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 its outstanding $500 million in aggregate principal amount of 3.400% Notes due 2020 (the “2020 Notes”) and any and all of its outstanding $400 million aggregate principal amount of 5.250% Notes due 2021 (the “2021 Notes,” and, together with the 2020 Notes, the “Notes”). The Tender Offer expired at 5:00 p.m., New York City time, on Friday, June 14, 2019 (the “Expiration Time”). As of the Expiration Time, $445,863,000 or 89.17% of the $500,000,000 aggregate principal amount of the 2020 Notes and $283,405,000 or 70.85% of the $400,000,000 aggregate principal amount of the 2021 Notes outstanding prior to the Tender Offer had been validly tendered and not withdrawn in the Tender Offer. The operating partnership accepted for purchase all of the Notes validly tendered and delivered (and not validly withdrawn) in the Tender Offer at or prior to the Expiration Time.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 was made on June 17, 2019 (the “Settlement Date”) and payment for Notes tendered by notice of guaranteed delivery is anticipated to be made on June 19, 2019 (the “Guaranteed Delivery Settlement Date”).
The consideration paid under the Tender Offer was $1,013.38 per $1,000 principal amount of 2020 Notes and $1,044.01 per $1,000 principal amount of 2021 Notes, plus accrued and unpaid interest to, but not including, the Settlement Date. The total Tender Offer consideration of $754,708,957.22, including accrued and unpaid interest, was funded from a portion of the net proceeds from the previously announced issuance and sale by the operating partnership of its U.S. dollar-denominated 3.600% Notes due 2029 (the “2029 Notes”).
The Tender Offer was made pursuant to the operating partnership’s Offer to Purchase dated June 10, 2019 and the related Notice of Guaranteed Delivery. J.P. Morgan Securities LLC acted as Dealer Manager for the Tender Offer. This Current Report on Form 8-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 Exhibits 99.1 and 99.2, respectively, and are incorporated in this Item 8.01 by this reference.
Redemption of 3.400% Notes due 2020 and 5.250% Notes due 2021
On June 17, 2019, Digital Realty announced that its operating partnership has elected to redeem all of its Notes that remain outstanding following the Tender Offer on July 17, 2019 (the “Redemption Date”). The aggregate principal amounts outstanding of 2020 Notes and 2021 Notes following the settlement of the Tender Offer are $54,137,000 and $116,595,000, respectively. The redemption price for the 2020 Notes is equal to the sum of (a) $1,011.463 per $1,000 principal amount of the 2020 Notes, or 101.1463% of the aggregate principal amount of the 2020 Notes, plus (b) accrued and unpaid interest to, but excluding, the Redemption Date equal to $10.011 per $1,000 principal amount of the 2020 Notes. The redemption price for the 2021 Notes is equal to the sum of (a) $1,040.626 per $1,000 principal amount of the 2021 Notes, or 104.0626% of the aggregate principal amount of the 2021 Notes, plus (b) accrued and unpaid interest to, but excluding, the Redemption Date equal to $17.792 per $1,000 principal amount of the 2021 Notes.
Wells Fargo Bank, National Association, as trustee for the 2020 Notes, issued a notice to registered holders of the 2020 Notes concerning the redemption and Deutsche Bank Trust Company Americas, as trustee for the 2021 Notes, issued a notice to registered holders of the 2021 Notes concerning the redemption. The operating partnership intends to use the net proceeds from the 2029 Notes offering, together with borrowings under its global revolving credit facility or cash on hand, to fund these redemptions. After such redemptions, no Notes will remain outstanding. The foregoing does not constitute a notice of redemption with respect to the Notes.
