Item 1.01. Entry into a Material Definitive Agreement.

On September 27, 2022, Digital Realty Trust, L.P. ("we," "us," or "our") completed an underwritten public offering of $550,000,000 aggregate principal amount of its 5.550% Notes due 2028, or the Notes. The Notes were offered at 99.918% of the principal amount thereof. The Notes are Digital Realty Trust, L.P.'s general unsecured senior obligations and rank equally in right of payment with all of its other unsecured senior indebtedness. However, the Notes are effectively subordinated in right of payment to all of Digital Realty Trust, L.P.'s existing and future secured indebtedness from time to time outstanding and to all existing and future liabilities and preferred equity of Digital Realty Trust, L.P.'s subsidiaries. The Notes bear interest at 5.550% per annum. Interest on the Notes is payable on January 15 and July 15 of each year, beginning on January 15, 2023, until the maturity date of January 15, 2028. Our obligations under the Notes are fully and unconditionally guaranteed by Digital Realty Trust, Inc. The terms of the Notes are governed by a base indenture, dated as of June 23, 2015, by and among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee, as supplemented by a supplemental indenture, dated as of September 27, 2022, by and among Digital Realty Trust, L.P., Digital Realty Trust, Inc. and the trustee. The base indenture and the supplemental indenture contain various restrictive covenants, including limitations on our ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. Copies of the base indenture and the supplemental indenture, including the form of the Notes and the guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K. The base indenture as supplemented by the supplemental indenture is referred to herein collectively as the indenture.



Prior to December 15, 2027 (one month prior to the maturity date of the Notes)
(the "Par Call Date"), we may redeem the Notes at our option, in whole or in
part, at any time from time to time, at a redemption price equal to the greater
of: (i) (a) the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date (assuming the
notes matured on the Par Call Date) on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the Treasury Rate (as defined in the supplemental indenture) plus 25
basis points less (b) interest accrued to the date of redemption; and (ii) 100%
of the principal amount of the Notes to be redeemed, plus, in either case,
accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, we may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:



     •    default for 30 days in the payment of any installment of interest under
          the Notes;



     •    default in the payment of the principal amount or redemption price due
          with respect to the Notes, when the same becomes due and payable;



     •    our failure to comply with any of our other agreements in the Notes or
          the indenture upon receipt by us of notice of such default by the trustee
          or by holders of not less than 25% in aggregate principal amount of the
          Notes then outstanding and our failure to cure (or obtain a waiver of)
          such default within 90 days after we receive such notice;



     •    failure to pay any indebtedness (other than
          non-recourse
          indebtedness) that is (a) of Digital Realty Trust, L.P., Digital Realty
          Trust, Inc., any subsidiary in which Digital Realty Trust, L.P. has
          invested at least $75,000,000 in capital or any entity in which Digital
          Realty Trust, L.P. is the general partner, and (b) in an outstanding
          principal amount in excess of $75,000,000 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 us from the trustee (or to us and the trustee from holders of
          at least 25% in principal amount of the outstanding Notes); and



     •    certain events of bankruptcy, insolvency or reorganization, or court
          appointment of a receiver, liquidator or trustee of Digital Realty Trust,
          L.P., Digital Realty Trust, Inc. or any significant subsidiary (as
          defined in the indenture) or any substantial part of their respective
          property.

The description of the indenture is a summary and is qualified in its entirety by the terms of the indenture.

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


           Off-Balance
           Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On September 22, 2022, Digital Realty Trust, L.P. and Digital Realty Trust, Inc. entered into an underwriting agreement, dated September 22, 2022, with BofA Securities, Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein, in connection with the registered public offering of $550,000,000 aggregate principal amount of the Notes, which are fully and unconditionally guaranteed by Digital Realty Trust, Inc. A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.



On September 27, 2022, Digital Realty Trust, L.P. completed such underwritten
public offering of $550,000,000
aggregate
principal amount of the Notes, which are fully and unconditionally guaranteed by
Digital Realty Trust, Inc. The offering of the Notes was made pursuant to an
effective shelf registration statement filed with the Securities and Exchange
Commission on March 17, 2020 (Registration Nos.
333-237232
and
333-237232-01),
a base prospectus, dated March 17, 2020, included as part of the registration
statement, and a prospectus supplement, dated September 22, 2022, filed with the
Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended. In connection with the filing of the prospectus
supplement, we are filing as Exhibit 5.1 to this Current Report on Form
8-K
an opinion of our counsel, Venable LLP, regarding certain matters of Maryland
law, and as Exhibit 5.2 to this Current Report on Form
8-K
an opinion of our counsel, Latham & Watkins LLP, regarding the validity of the
Notes and related guarantee.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
Number                                    Description

 1.1           Underwriting Agreement, dated September 22, 2022, among Digital
             Realty Trust, L.P., Digital Realty Trust, Inc., and BofA Securities,
             Inc. and SMBC Nikko Securities America, Inc., as representatives of
             the several underwriters named therein.

 4.1           Indenture, dated as of June 23, 2015, among Digital Realty Trust,
             L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells
             Fargo Bank, National Association, as trustee (incorporated by
             reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of
             Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos.
             001-32336 and 000-54023) filed on June 23, 2015).

 4.2           Supplemental Indenture No. 5, dated as of September 27, 2022, among
             Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as
             guarantor, and Computershare Trust Company, N.A., as successor to
             Wells Fargo Bank, National Association, as trustee, including the form
             of 5.550% Notes due 2028 and the guarantee.

 5.1           Opinion of Venable LLP.

 5.2           Opinion of Latham & Watkins LLP.

23.1           Consent of Venable LLP (included in Exhibit 5.1).

23.2           Consent of Latham & Watkins LLP (included in Exhibit 5.2).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document

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