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Form 8-K DIGITAL REALTY TRUST, For: Sep 14

September 15, 2020 6:02 AM

Exhibit 99.1

 

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Digital Realty Announces Pricing of

€300.0 million of Floating Rate Guaranteed Notes due 2022 and

€750.0 million of Guaranteed Notes due 2032

SAN FRANCISCO, CA – September 14, 2020Digital Realty (NYSE: DLR), a leading global provider of carrier- and cloud-neutral data center, colocation and interconnection solutions, announced today that Digital Dutch Finco B.V., an indirect wholly owned finance subsidiary of the company’s operating partnership, Digital Realty Trust, L.P., priced an offering of €750.0 million of Euro-denominated 1.000% Guaranteed Notes due 2032 and an offering of €300.0 million of Euro-denominated Floating Rate Guaranteed Notes due 2022.

The Euro Notes will be senior unsecured obligations of Digital Dutch Finco B.V. and will be fully and unconditionally guaranteed by the company and the operating partnership. Interest on the 2032 Notes will be payable annually in arrears at a rate of 1.000% per annum from and including September 23, 2020 and will mature on January 15, 2032. 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% , and will mature on September 23, 2022. Closing of each offering is expected to occur on September 23, 2020, subject to the satisfaction of customary closing conditions. The closing of the 2022 Notes offering is not contingent upon the closing of the 2032 Notes offering, nor is the closing of the 2032 Notes offering contingent upon the closing of the 2022 Notes offering.

The company intends to allocate an amount equal to the net proceeds from the offering of the 2032 Notes to finance or refinance, in whole or in part, recently completed or future green building, energy and resource efficiency and renewable energy projects, including the development and redevelopment of such projects. Pending the allocation of the net proceeds of the 2032 Notes to eligible green projects, all or a portion of an amount equal to the net proceeds from the 2032 Notes may be used to temporarily repay borrowings outstanding under the operating partnership’s global revolving credit facilities, acquire additional properties or businesses, fund development opportunities, invest in interest-bearing accounts and short-term, interest-bearing securities which are consistent with the company’s 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. The company intends to use the net proceeds from the offering of the 2022 Notes to fund the potential redemption in full of Digital Stout Holding, LLC’s 4.750% Guaranteed Notes Due 2023 or to temporarily repay borrowings outstanding under the operating partnership’s global revolving credit facilities, acquire additional properties or businesses, fund development opportunities, invest in interest-bearing accounts and short-term, interest-bearing securities which are consistent with the company’s 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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The Euro Notes are being sold only outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended. The Euro Notes have not been and will not be registered under the Securities Act and may not be offered or sold in 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. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Euro Notes, nor shall there be any offer, solicitation or sale of the Euro Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Safe Harbor Statement

This press release contains forward-looking statements which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially, including statements related to the timing and consummation of the offering of the Euro Notes and the expected use of the net proceeds. The company can provide no assurances that it will be able to complete the offering on the anticipated terms, or at all. For a further list and description of such risks and uncertainties, see the company’s reports and other filings with the U.S. Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2019 and the Quarterly Report on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020. The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Reg S Statement

This communication is not an offer to sell or a solicitation of an offer to buy securities of Digital Realty Trust, Inc. or its subsidiaries. The securities have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States. Consequently, the securities may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any offering of the securities will be conducted pursuant to Regulation S under the Securities Act.

Notice to EEA Retail Investors

The Euro Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”) or in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2016/97/EU (recast) (as amended, the “IMD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling any in scope instrument or otherwise making such instruments available to retail investors in the EEA or in the United Kingdom has been prepared. Offering or selling the Euro Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation. This communication has been prepared on the basis that any offers or sales of Euro Notes in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or superseded, the “Prospectus Regulation”) from the requirement to publish a prospectus for offers or sales of Euro Notes. This communication is not a prospectus for the purposes of the Prospectus Regulation.

 

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Exhibit 99.2

 

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Four Embarcadero Center, Suite 3200

San Francisco, CA 94111

TEL: (415) 738-6500 FAX: (415) 738-6501

Digital Realty Announces Redemption of 4.750% Guaranteed Notes due 2023

San Francisco, CA – September 14, 2020 – Digital Realty (NYSE: DLR), a leading global provider of cloud- and carrier-neutral data center, colocation and interconnection solutions, announced today that Digital Stout Holding, LLC, a wholly owned subsidiary of Digital Realty’s operating partnership, has given notice of its intention to redeem all of its outstanding 4.750% Guaranteed Notes due 2023, pursuant to its option under the indenture governing the 4.750% notes, dated as of April 1, 2014. The redemption date is October 14, 2020, and the applicable redemption price is equal to par plus a make-whole premium, plus accrued and unpaid interest thereon to, but not including, the redemption date. As of the date hereof, there was £300,000,000 aggregate principal amount of the 4.750% notes outstanding. Deutsche Trustee Company Limited is the trustee and Deutsche Bank AG, London Branch is the paying agent for 4.750% notes.

About Digital Realty

Digital Realty supports the data center, colocation and interconnection strategies of customers across the Americas, EMEA and APAC, ranging from cloud and information technology services, communications and social networking to financial services, manufacturing, energy, healthcare and consumer products.

For Additional Information

Andrew P. Power

Chief Financial Officer

Digital Realty

(415) 738-6500

Investor Relations

John J. Stewart

Digital Realty

(415) 738-6500

[email protected]

Safe Harbor Statement

This press release contains forward-looking statements which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially, including statements related to the timing of the redemption. For a list and description of such risks and uncertainties, see the reports and other filings by the company with the U.S. Securities and Exchange Commission. The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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