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MarketScreener Homepage  >  Equities  >  Nyse  >  Digital Realty Trust, Inc.    DLR

DIGITAL REALTY TRUST, INC.

(DLR)
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DIGITAL REALTY TRUST, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

09/23/2020 | 04:41pm EST

Item 1.01. Entry into a Material Definitive Agreement.



On September 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 of Digital Dutch Finco
B.V. and are fully and unconditionally guaranteed by Digital Realty Trust, Inc.
and the operating partnership. The Euro Notes were sold outside the 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 within 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 the
registration requirements.
The terms of the 2032 Notes are governed by an indenture, dated as of
September 23, 2020, among Digital 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, and
Deutsche 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 of September 23, 2020, among Digital 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, and Deutsche 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 with Digital Realty
Trust, Inc.'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.
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 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 Digital Realty Trust, Inc.'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.
--------------------------------------------------------------------------------


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance
           Sheet Arrangement of a Registrant.


On September 23, 2020, Digital Dutch Finco B.V., an indirect wholly owned finance subsidiary of the operating partnership, issued and sold €750.0 million aggregate principal amount of the 2032 Notes and €300.0 million aggregate principal amount of the 2022 Notes. The purchase prices paid by the initial purchasers for the 2032 Notes and the 2022 Notes were 98.567% and 99.900% of the principal amount thereof, respectively. The 2032 Notes bear interest at the rate of 1.000% per annum and will mature on January 15, 2032. Interest on the 2032 Notes is payable on January 15 of each year beginning on January 15, 2021. The 2022 Notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 0.48%; provided, however, that the minimum interest rate will be zero. The interest rate for the initial interest period will be 0.00%. Interest on the 2022 Notes is payable quarterly in arrears on March 23, June 23, September 23 and December 23 of each year, beginning on December 23, 2020. The 2022 Notes will mature on September 23, 2022. The Euro Notes are senior unsecured obligations of Digital Dutch Finco B.V. and rank equally in right of payment with all of Digital Dutch Finco B.V.'s other existing and future senior unsecured and unsubordinated indebtedness. Digital Dutch Finco B.V.'s obligations under the Euro Notes are fully and unconditionally guaranteed by Digital Realty Trust, Inc. and the operating partnership. The 2032 Notes are redeemable in whole at any time or in part from time to time, at Digital Dutch Finco B.V.'s option, at a redemption price equal to the sum of:

     •    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;

--------------------------------------------------------------------------------

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 of September 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, and Deutsche 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 of September 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, and Deutsche
            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).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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