Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Current Report on Form8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.
On June 14, 2019, Digital Realty Trust, L.P. (“we,” “us,” or “our”) completed an underwritten public offering of $900,000,000 aggregate principal amount of its 3.600% Notes due 2029, or the Notes. The Notes were offered at 99.823% of the principal amount thereof. The Notes are Digital Realty Trust, L.P.’s general unsecured senior obligations and rank equally in right of payment with all of its other unsecured senior indebtedness. However, the Notes are effectively subordinated in right of payment to all of Digital Realty Trust, L.P.’s existing and future secured indebtedness from time to time outstanding and to all existing and future liabilities and preferred equity of Digital Realty Trust, L.P.’s subsidiaries. The Notes bear interest at 3.600% per annum. Interest on the Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2020, until the maturity date of July 1, 2029. Our obligations under the Notes are fully and unconditionally guaranteed by Digital Realty Trust, Inc. The terms of the Notes are governed by a base indenture, dated as of June 23, 2015, by and among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, as supplemented by a supplemental indenture, dated as of June 14, 2019, by and among Digital Realty Trust, L.P., Digital Realty Trust, Inc. and the trustee. The base indenture and the supplemental indenture contain various restrictive covenants, including limitations on our ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. Copies of the base indenture and the supplemental indenture, including the form of the Notes and the guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form8-K. The base indenture as supplemented by the supplemental indenture is referred to herein collectively as the indenture.
At any time up to, but not including, April 1, 2029, the Notes will be redeemable in whole or in part from time to time, at our option and in our sole discretion, at a redemption price equal to the sum of:
| | • | | 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date; and |
We will calculate the make-whole premium with respect to any Notes redeemed before the 90th day prior to the maturity date of the Notes as the excess, if any, of:
| | • | | the aggregate present value as of the date of such redemption of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such dollar if such redemption had been made on the 90th day prior to the maturity date, determined by discounting, on a semiannual basis, such principal and interest at the reinvestment rate (determined on the third business day preceding the date such notice of redemption is given) from the respective dates on which such principal and interest would have been payable if such redemption had been made on the 90th day prior to the maturity date; over |
| | • | | the principal amount of such note. |
Notwithstanding the foregoing, if the Notes are redeemed on or after April 1, 2029, the redemption price will be equal to 100% of the principal amount of the respective Notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date.
Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:
| | • | | default for 30 days in the payment of any installment of interest under the Notes; |
| | • | | default in the payment of the principal amount or redemption price due with respect to the Notes, when the same becomes due and payable; |
