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 7.01. | Regulation FD Disclosure. |
On January 8, 2020, Digital Realty issued a press release announcing the pricing of the Euro Notes described under Item 8.01 below. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
The information included in this Current Report on Form
8-K
under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the company or the operating partnership under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
On January 8, 2020, Digital Dutch Finco B.V., a wholly owned indirect finance subsidiary of the operating partnership, priced an offering of
€
300.0 million aggregate principal amount of 0.125% Guaranteed Notes due 2022 (the “2022 Notes”),
€
650.0 million aggregate principal amount of 0.625% Guaranteed Notes due 2025 (the “2025 Notes”) and
€
750.0 million aggregate principal amount of 1.500% Guaranteed Notes due 2030 (the “2030 Notes” and, together with the 2022 Notes and 2025 Notes, the “Euro Notes”). The Euro Notes will be senior unsecured obligations of Digital Dutch Finco B.V. and will be fully and unconditionally guaranteed by Digital Realty Trust, Inc. and the operating partnership. The Euro Notes are being sold only outside the United States in reliance on Regulation S under 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 within 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. Interest on the 2022 Notes will be paid in cash annually in arrears at a rate of 0.125% per annum, interest on the 2025 Notes will be paid in cash annually in arrears at a rate of 0.625% per annum and interest on the 2030 Notes will be paid in cash annually in arrears at a rate of 1.500% per annum in each case from and including January 17, 2020. Each series of Euro Notes will be issued pursuant to an indenture between Digital Dutch Finco B.V., Digital Realty Trust, Inc., the operating partnership, Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, setting forth the terms of the Euro Notes. Settlement of the offering of each series of Euro Notes is expected to occur on January 17, 2020, 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 2025 Notes and the 2030 Notes to finance or refinance, in whole or in part, recently completed or future green building, energy and resource efficiency and renewable energy projects (collectively, “Eligible Green Projects”), including the development and redevelopment of such projects. Pending the allocation of an amount equal to the net proceeds of the 2025 Notes and the 2030 Notes to Eligible Green Projects, all or a portion of an amount equal to the net proceeds from such notes may be used for the repayment, redemption and/or discharge of debt of InterXion Holding N.V. (“InterXion”) or its subsidiaries and the payment of certain transaction fees and expenses incurred in connection with our previously announced combination with InterXion. The offering is not conditioned upon the completion of the InterXion combination. However, if the InterXion combination is not consummated on or prior to January 27, 2021, or the InterXion purchase agreement is terminated prior to such date, the issuer will be required to redeem all of the 2025 Notes and 2030 Notes at a redemption price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. The company intends to use the net proceeds from the offering of the 2022 Notes and, pending the uses described in the previous sentence, may use the net proceeds from the offering of the 2025 Notes and the 2030 Notes to temporarily repay borrowings outstanding under the operating partnership’s global credit facilities, acquire additional properties or businesses, fund development opportunities, invest in interest-bearing accounts and short-term, interest-bearing securities which are
