Digital Realty Trust (DLR) Announces 6.25M Share Common Stock Offering

Digital Realty (NYSE: DLR), the largest global provider of cloud- and carrier-neutral data center, colocation and interconnection solutions, announced today it has commenced an underwritten registered public offering of 6,250,000 shares of its common stock in connection with the forward sales agreements described below.

BofA Securities, Citigroup and J.P. Morgan are the joint book-running managers for the offering.

The company expects to enter into forward sale agreements with BofA Securities, Citigroup and J.P. Morgan (or affiliates thereof) (the "forward purchasers") with respect to 6,250,000 shares of its common stock (or an aggregate of 7,187,500 shares of its common stock if the underwriters exercise their option to purchase additional shares in full as described below). In connection with the forward sale agreements, the forward purchasers (or their affiliates) (the "forward sellers") are expected to borrow and sell to the underwriters an aggregate of 6,250,000 shares of the common stock that will be delivered in this offering (or an aggregate of 7,187,500 shares of the common stock if the underwriters exercise their option to purchase additional shares in full as described below). The company intends (subject to its right to elect cash or net share settlement subject to certain conditions) to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by the company occurring no later than March 13, 2023, an aggregate of 6,250,000 shares of its common stock (or an aggregate of 7,187,500 shares of its common stock if the underwriters exercise their option to purchase additional shares in full as described below) to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price, less underwriting discounts and commissions, subject to certain adjustments as provided in the forward sale agreements.

The forward sellers also expect to grant the underwriters a 30-day option to purchase up to an additional 937,500 shares of the company's common stock. Upon any exercise of such option, the number of shares of the company's common stock underlying each forward sale agreement will be increased by the number of shares sold by the applicable forward seller in respect of such option exercise.

The company will not initially receive any proceeds from the sale of shares of its common stock by the forward sellers. The company intends to use the net proceeds, if any, received upon the settlement of the forward sale agreements (and from the sale of any shares of common stock sold by the company to the underwriters in connection with this offering) to temporarily repay borrowings outstanding under the global revolving credit facilities of Digital Realty Trust, L.P., our operating partnership, fund development opportunities, acquire additional properties or businesses, invest in interest-bearing accounts and short-term, interest-bearing securities which are consistent with our intention to qualify as a REIT for U.S. federal income tax purposes, and to provide for working capital and other general corporate purposes, including potentially for the repayment of other debt, or the redemption, repurchase, repayment or retirement of outstanding equity or debt securities, or a combination of the foregoing.

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