DALLAS, Jan. 7, 2025
/PRNewswire/ -- Digital Realty (NYSE: DLR), the largest global
provider of cloud- and carrier-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 €850 million aggregate principal amount of 3.875%
Guaranteed Notes due 2035 at a price of 99.343% of the principal
amount.
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
Euro Notes will be payable annually in arrears at a rate of 3.875%
per annum from and including January 14,
2025 and will mature on March 15,
2035. Closing of the offering is expected to occur on
January 14, 2025, subject to the
satisfaction of customary closing conditions.
The company intends to use the net proceeds from the Euro Notes
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 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 "Securities
Act"). 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, 2023 and the Quarterly Report on
Form 10-Q for the quarters ended March 31,
2024, June 30, 2024 and
September 30, 2024. 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 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"). 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 (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 has been prepared. Offering or selling
the Euro Notes or otherwise making them available to any retail
investor in the EEA 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.
Notice to UK Investors
This announcement is for distribution only to, and is directed
at, persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Financial
Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). This announcement is directed only at relevant
persons and must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity
to which this announcement relates is available only to relevant
persons and will be engaged in only with relevant persons.
The Euro Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor 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 (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act
2000, as amended (the "FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA ("UK MiFIR").
Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Euro
Notes or otherwise making them available to retail investors in the
United Kingdom has been prepared
and therefore offering or selling the Euro Notes or otherwise
making them available to any retail investor in the United Kingdom may be unlawful under the UK
PRIIPs Regulation.
Relevant stabilization regulations including FCA/ICMA
apply. Manufacturer target market (MIFID II and UK MiFIR
product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs or UK PRIIPs
key information document (KID) has been prepared as not available
to retail in EEA or UK.
Investor Relations
Jordan
Sadler / Jim Huseby
Digital Realty
(415) 275 5344
InvestorRelations@digitalrealty.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/digital-realty-announces-pricing-of-850-million-of-guaranteed-notes-due-2035-302344956.html
SOURCE Digital Realty Trust