DIGITAL REALTY TRUST, INC. Item 1.01. Entry into a Material Definitive Agreement.
OnSeptember 23, 2020 ,Digital Dutch Finco B.V. , an indirect wholly owned finance subsidiary of the operating partnership, issued and sold €750,000,000 aggregate principal amount of 1.000% Guaranteed Notes due 2032 (the "2032 Notes") and €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 are senior unsecured obligations ofDigital Dutch Finco B.V. and are fully and unconditionally guaranteed byDigital Realty Trust, Inc. and the operating partnership. The Euro Notes were sold outsidethe United States in reliance on Regulation S under the 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 withinthe United States or toUnited States persons (within the meaning of Regulation S under the Securities Act) absent registration or an applicable exemption from the registration requirements. The terms of the 2032 Notes are governed by an indenture, dated as ofSeptember 23, 2020 , amongDigital 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, andDeutsche Bank Luxembourg S.A. , as registrar and a transfer agent (the "2032 Notes Indenture"), a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference. The terms of the 2022 Notes are governed by an indenture, dated as ofSeptember 23, 2020 , amongDigital Dutch Finco B.V. ,Digital Realty Trust, Inc. , the operating partnership,Deutsche Trustee Company Limited , as trustee, Deutsche Bank AG,London Branch, as calculation agent, paying agent and a transfer agent, andDeutsche Bank Luxembourg S.A. , as registrar and a transfer agent (the "2022 Notes Indenture" and together with the 2032 Notes Indenture, the "Indentures"), a copy of which is attached hereto as Exhibit 4.2 and incorporated herein by reference. The Indentures contain various restrictive covenants, including limitations on our ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The descriptions of the Indentures, the Euro Notes and the guarantees in this report are summaries and are qualified in their entirety by the terms of the Indentures, including the forms of the Euro Notes included therein. Net proceeds from the offering of the 2032 Notes were approximately €737.5 million after deducting managers' discounts and estimated offering expenses. We intend 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 (collectively, "Eligible Green 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 withDigital Realty Trust, Inc.'s intention to qualify as a REIT forU.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. Net proceeds from the offering of the 2022 Notes were approximately €299.0 million after deducting managers' discounts and estimated offering expenses. We intend to use the net proceeds from the offering of the 2022 Notes to fund the redemption in full ofDigital 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 withDigital Realty Trust, Inc.'s intention to qualify as a REIT forU.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. --------------------------------------------------------------------------------
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
On
• an amount equal to 100% of the principal amount of the 2032 Notes to be
redeemed plus accrued and unpaid interest up to, but not including, the
redemption date; and
• a make-whole premium calculated in accordance with the terms of the
2032 Notes
Indenture.
Notwithstanding the foregoing, if any of the 2032 Notes are redeemed on or after
90 days prior to the maturity date, the redemption price will not include a
make-whole premium.
All payments of principal and interest on the Euro Notes will be made free and
clear of and without withholding or deduction for or on account of any present
or future tax, assessment or other governmental charge imposed by the United
States or a political subdivision or taxing authority thereof or therein having
power to tax, unless the withholding of such tax, assessment or governmental
charge is required by law or the official interpretation or administration
thereof. In the event such withholding or deduction of taxes is required by law,
then, subject to certain exceptions, Digital Dutch Finco B.V. will pay such
"additional amounts" necessary so that the net payment of the principal of and
interest on the Euro Notes to a holder who is not a United States person for
United States federal income tax purposes, including additional amounts, after
the withholding or deduction, will not be less than the amount provided in such
Euro Notes to be then due and payable.
If, due to certain changes in tax law, Digital Dutch Finco B.V. has or will
become obligated to pay additional amounts on the Euro Notes or if there is a
substantial probability that Digital Dutch Finco B.V. will become obligated to
pay additional amounts on the Euro Notes, then Digital Dutch Finco B.V. may, on
giving not less than 15 days' nor more than 45 days' notice, at its option,
redeem the Euro Notes, in whole but not in part, at a redemption price equal to
100% of the principal amount of the Euro Notes to be redeemed, together with
interest accrued and unpaid to the date fixed for redemption.
Certain events are considered events of default, which may result in the
accelerated maturity of the
applicable series of
Euro Notes, including:
• a default for 30 days in payment of any installment of interest under the
applicable series of
Euro Notes;
• a default in the payment of the principal amount or redemption price due
with respect to the
applicable series of
Euro Notes, when the same becomes due and payable;
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• Digital Dutch Finco B.V.'s , Digital Realty Trust, Inc.'s , or the
operating partnership's failure to comply with any of their respective
other agreements in the
applicable series of
Euro Notes or the
applicable
Indenture upon receipt by Digital Dutch Finco B.V. , Digital Realty Trust,
Inc. , or the operating partnership of notice of such default from the
trustee or from holders of not less than 25% in aggregate principal
amount of the
applicable series of
Euro Notes then outstanding and Digital Dutch Finco B.V.'s , Digital
Realty Trust, Inc.'s , or the operating partnership's failure to cure (or
obtain a waiver of) such default within 90 days after receipt of such
notice;
• failure to pay any indebtedness (other than
non-recourse
indebtedness) that is (a) of Digital Dutch Finco B.V. , Digital Realty
Trust, Inc. , the operating partnership, any subsidiary in which the
operating partnership has invested at least $125,000,000 in capital,
which we refer to as a Significant Subsidiary, or any entity in which the
operating partnership is the general partner, and (b) in an outstanding
principal amount in excess of $125,000,000 at final maturity or upon
acceleration after the expiration of any applicable grace period, which
indebtedness (other than
non-recourse
indebtedness) is not discharged, or such default in payment or
acceleration is not cured or rescinded, within 60 days after written
notice to Digital Dutch Finco B.V. from the trustee (or to Digital Dutch
Finco B.V. and the trustee from holders of at least 25% in principal
amount of the outstanding
applicable series of
Euro Notes); or
• certain events of bankruptcy, insolvency or reorganization, or court
appointment of a receiver, liquidator or trustee of Digital Dutch Finco
B.V. , Digital Realty Trust, Inc. , the operating partnership or any
Significant Subsidiary or any substantial part of their respective
property.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofSeptember 23, 2020 , among Digital Dutch Finco B.V.,Digital Realty Trust, Inc. ,Digital Realty Trust, L.P. ,Deutsche Trustee Company Limited , as trustee, Deutsche Bank AG,London Branch, as paying agent and a transfer agent, andDeutsche Bank Luxembourg S.A. , as registrar and a transfer agent, including the form of the 1.000% Guaranteed Notes due 2032. 4.2 Indenture, dated as ofSeptember 23, 2020 , among Digital Dutch Finco B.V.,Digital Realty Trust, Inc. ,Digital Realty Trust, L.P. ,Deutsche Trustee Company Limited , as trustee, Deutsche Bank AG,London Branch, as calculation agent, paying agent and a transfer agent, andDeutsche Bank Luxembourg S.A. , as registrar and a transfer agent, including the form of the Floating Rate Guaranteed Notes due 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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