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.”
| Regulation FD Disclosure. |
On September 14, 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 September 14, 2020, Digital Realty announced that Digital Stout Holding, LLC, a wholly owned subsidiary of its operating partnership, has elected to redeem the £300 million aggregate principal amount outstanding of its 4.750% Guaranteed Notes due 2023 (the “GBP Notes”) on October 14, 2020 (the “Redemption Date”). The redemption price for the GBP Notes is equal to the sum of (a) £1,123.25 per £1,000 principal amount of the GBP Notes, or 112.325% of the aggregate principal amount of the GBP Notes, plus (b) accrued and unpaid interest to, but excluding, the Redemption Date equal to £0.13 per £1,000 principal amount of the GBP Notes.
Deutsche Trustee Company Limited, as trustee for the GBP Notes, issued notices to registered holders of the GBP Notes concerning the redemption. After such redemption, no GBP Notes will remain outstanding. The foregoing does not constitute a notice of redemption with respect to the GBP Notes.
A copy of the press release, dated September 14, 2020, announcing the redemption is attached hereto as Exhibit 99.2 and is incorporated in this Item 8.01 by this reference.
On September 14, 2020, Digital Dutch Finco B.V., an indirect wholly owned finance subsidiary of the operating partnership, priced (i) an offering of €750,000,000 aggregate principal amount of 1.000% Guaranteed Notes due 2032 (the “2032 Notes”) and (ii) an offering of €300,000,000 aggregate principal amount of Floating Rate Guaranteed Notes due 2022 (the “2022 Notes” and together with the 2032 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 2032 Notes will be paid in cash annually in arrears at a rate of 1.000% per annum from and including September 23, 2020. Interest on the 2022 Notes will be paid quarterly in arrears on March 23, June 23, September 23 and December 23 of each year, beginning on December 23, 2020 at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 0.48%. Each of the 2032 Notes and the 2022 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
