Item 2.03Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Global Revolving Credit Facility
On November 18, 2021, Digital Realty Trust, L.P., which we refer to as the
operating partnership, together with its subsidiaries, Digital Singapore Jurong
East Pte. Ltd., Digital HK JV Holding Limited, Digital Singapore 1 Pte. Ltd.,
Digital Singapore 2 Pte. Ltd., Digital HK Kin Chuen Limited, Digital Stout
Holding, LLC, Digital Euro Finco, L.P., Digital Japan, LLC, Moose Ventures LP,
Digital Euro Finco, L.P., Digital Dutch Finco B.V., Digital Realty Korea Ltd.,
Digital Seoul 2 Ltd., PT Digital Jakarta One, and Digital Australia Finco Pty
Ltd, as borrowers, and Digital Realty Trust, Inc. and Digital Euro Finco LLC
together with the operating partnership as guarantors, the banks, financial
institutions and other institutional lenders listed therein, as the initial
lenders, each issuing bank and swing line bank as listed therein, Citibank, N.A.
("Citibank"), as administrative agent, BofA Securities, Inc. ("BofA Securities")
and Citibank, as co-sustainability structuring agents, Bank of America, N.A. and
JPMorgan Chase Bank, N.A., as syndication agents, and BofA Securities, Citibank,
N.A., and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint
bookrunners, entered into a Second Amended and Restated Global Senior Credit
Agreement (the "Global Senior Credit Agreement") for a $3.0 billion senior
unsecured multi-currency revolving credit facility, which we refer to as the
global revolving credit facility, that replaced the $2.35 billion revolving
credit facility executed on October 24, 2018. The global revolving credit
facility provides for borrowings in Australian Dollars, British Pounds Sterling,
Canadian Dollars, Euros, Hong Kong Dollars, Japanese Yen, Singapore Dollars,
Indonesian Rupiah, Swiss Francs, Korean Won and U.S. Dollars, and includes the
ability to add additional currencies in the future. The global revolving credit
facility also provides for a letter of credit subfacility with an aggregate
sublimit of the equivalent in the applicable currencies of up to approximately
$252 million. The global revolving credit facility matures on January 24, 2026,
subject to two six-month extensions. In addition, we have the ability from time
to time to increase the revolving commitments up to an additional aggregate
amount not to exceed $1.5 billion, subject to receipt of lender commitments and
certain conditions precedent.
The interest rate for borrowings under the global revolving credit facility is,
at the option of the applicable borrower, based on a floating rate or base rate,
plus a margin based on the credit rating of our long-term senior unsecured debt.
As of November 18, 2021, the applicable rate for floating rate advances is the
applicable index plus 85 basis points, and the applicable rate for base rate
advances is the applicable index plus 0 basis points. An annual facility fee is
payable quarterly in respect of the commitments under the global revolving
credit facility, and is also subject to pricing based on the credit rating of
our long-term senior unsecured debt, which, as of November 18, 2021, is 20 basis
points. In addition, the global revolving credit facility is also subject to a
sustainability-linked pricing component whereby the pricing can increase by up
to 5 basis points or decrease by up to 5 basis points depending on if the
operating partnership or its subsidiaries meet certain sustainability
performance targets. We are also required to pay certain fees to the
administrative agent and letter of credit issuers under the global revolving
credit facility. During the term of the global revolving credit facility, we may
borrow, repay and re-borrow amounts available under the global revolving credit
facility, subject to voluntary reduction of the swing line, letter of credit and
revolving credit commitments.
Borrowings under the global revolving credit facility are guaranteed by Digital
Realty Trust, Inc., Digital Euro Finco LLC and the operating partnership. In
specified circumstances, additional guarantors are required to be added. The
global revolving credit facility contains various restrictive covenants,
including limitations on our ability to make certain investments or merge with
another company, and requirements to maintain financial coverage ratios,
including with respect to unencumbered assets. In addition, the global revolving
credit facility restricts Digital Realty Trust, Inc. from making distributions
to its stockholders, or redeeming or otherwise repurchasing shares of its
capital stock, after the occurrence and during the continuance of an event of
default, except in limited circumstances including as necessary to enable
Digital Realty Trust, Inc. to maintain its qualification as a REIT and to avoid
the payment of income or excise tax.
In addition, the global revolving credit facility includes events (including,
without limitation, a non-payment under the loan, a breach of warranties and
representations in any material respect, non-compliance with covenants by a loan
party, cross-default for payment defaults and cross-acceleration for other
defaults under material debt or a change of control) which, if not cured within
the time period, if any, specified would constitute an event of default. Upon
the occurrence and continuance of such events of default, the lenders holding
more than a majority of the commitments and loans (including letter of credit
advances) may elect to accelerate the outstanding principal and accrued and
unpaid interest under the global revolving credit facility. Further, outstanding
principal and accrued and unpaid interest thereon automatically accelerate upon
the entry of an order for relief with respect to any loan party under any
bankruptcy, insolvency or other similar law.
As of September 30, 2021, lender parties or their affiliates are tenants of
ours, and certain other lenders have other relationships with us.
The foregoing description of the global revolving credit facility is only a
summary and is qualified in its entirety by reference to the Global Senior
Credit Agreement, a copy of which will be filed as an exhibit to our Annual
Report on Form 10-K for the year ending December 31, 2021.
Yen Facility
On November 18, 2021, the operating partnership, together with its subsidiaries
Digital Japan LLC, as the initial borrower, and Digital Realty Trust, Inc. and
Digital Euro Finco LLC together with the operating partnership as guarantors,
the banks, financial institutions and other institutional lenders listed
therein, as the initial lenders, each issuing bank as listed therein Sumitomo
Mitsui Banking Corporation ("SMBC"), as administrative agent, SMBC as
sustainability structuring agent, SMBC, MUFG Bank Ltd. and Mizuho Bank, Ltd., as
joint lead arrangers and joint bookrunners, entered into an amended and restated
Credit Agreement (the "Credit Agreement") for a ¥33,285,000,000 senior unsecured
revolving credit facility, which we refer to as the Yen revolving credit
facility. The Yen revolving credit facility provides for borrowings in Japanese
Yen. The Yen revolving credit facility matures on January 24, 2026, subject to
two six-month extensions. In addition, we have the ability from time to time to
increase the revolving commitments up to an additional aggregate amount not to
exceed ¥60,000,000,000, subject to receipt of lender commitments and certain
conditions precedent.
The interest rate for borrowings under the Yen revolving credit facility is, at
the option of the applicable borrower, based on a floating rate or base rate,
plus a margin based on the credit rating of our long-term senior unsecured debt.
As of November 18, 2021, the applicable rate for Eurocurrency rate advances is
the applicable index plus 50 basis points, and the applicable rate for TIBOR
rate advances is the applicable index plus 50 basis points. An annual unused fee
is payable quarterly in respect of the commitments under the Yen revolving
credit facility, and is also subject to pricing based on the credit rating of
our long-term senior unsecured debt, which, as of November 18, 2021, is 10 basis
points. In addition, the Yen revolving credit facility is also subject to a
sustainability-linked pricing component whereby the pricing can increase by up
to 5 basis points or decrease by up to 5 basis points depending on if the
operating partnership or its subsidiaries meet certain sustainability
performance targets. We are also required to pay certain fees to the
administrative agent and letter of credit issuers under the Yen revolving credit
facility.
Borrowings under the Yen revolving credit facility are guaranteed by Digital
Realty Trust, Inc., Digital Euro Finco LLC and the operating partnership. In
specified circumstances, additional guarantors are required to be added. The Yen
revolving credit facility contains various restrictive covenants, including
limitations on our ability to make certain investments or merge with another
company, and requirements to maintain financial coverage ratios, including with
respect to unencumbered assets. In addition, the Yen revolving credit facility
restricts Digital Realty Trust, Inc. from making distributions to its
stockholders, or redeeming or otherwise repurchasing shares of its capital
stock, after the occurrence and during the continuance of an event of default,
except in limited circumstances including as necessary to enable Digital Realty
Trust, Inc. to maintain its qualification as a REIT and to avoid the payment of
income or excise tax.
In addition, the Yen revolving credit facility includes events (including,
without limitation, a non-payment under the loan, a breach of warranties and
representations in any material respect, non-compliance with covenants by a loan
party, cross-default for payment defaults and cross-acceleration for other
defaults under material debt or a change of control) which, if not cured within
the time period, if any, specified would constitute an event of default. Upon
the occurrence and continuance of such events of default, the lenders holding
more than a majority of the commitments and loans (including letter of credit
advances) may elect to accelerate the outstanding principal and accrued and
unpaid interest under the Yen revolving credit facility. Further, outstanding
principal and accrued and unpaid interest thereon automatically accelerate upon
the entry of an order for relief with respect to any loan party under any
bankruptcy, insolvency or other similar law.
The foregoing description of the Yen revolving credit facility is only a summary
and is qualified in its entirety by reference to the Credit Agreement, a copy of
which will be filed as an exhibit to our Annual Report on Form 10-K for the year
ending December 31, 2021.
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