SAN FRANCISCO, September 14, 2020 /PRNewswire/ — Digital Realty (NYSE: DLR), a leading global provider of carrier-neutral and cloud-neutral data center, colocation and interconnect solutions, today announced that Digital Dutch Finco BV, an indirect financial subsidiary wholly owned by the partnership company’s operating subsidiary, Digital Realty Trust, LP, has priced a €750 million offering of covered bonds at 1.00% denominated in euros and maturing in 2032 and an offering of 300 million euros of floating rate guaranteed bonds denominated in euros and maturing in 2022.
The Euro Notes will be senior unsecured obligations of Digital Dutch Finco BV and will be fully and unconditionally guaranteed by the Company and the Operating Partnership. Interest on the 2032 Bonds will be payable annually in arrears at the rate of 1.00% per annum from September 23, 2020 and mature the January 15, 2032. Interest on the 2022 Bonds will be paid quarterly in arrears on March 23, June 23, September 23 and December 23 of each year, from December 23, 2020at an annual rate, reset quarterly, equal to the 3-month EURIBOR plus 0.48%, and will mature on September 23, 2022. The closing of each offer is expected to occur on September 23, 2020, subject to satisfaction of customary closing conditions. Closing of the 2022 Note Offering is not conditional upon closing of the 2032 Note Offering, and closing of the 2032 Note Offering is not conditional upon closing of the 2022 Note Offering .
The company intends to allocate an amount equal to the net proceeds of the issuance of the 2032 Bonds to finance or refinance, in whole or in part, recently completed or future green building, energy and resource efficiency projects. and renewable energy, including the development and redevelopment of such projects. Pending the allocation of the net proceeds of the 2032 Bonds to eligible green projects, all or part of an amount equal to the net proceeds of the 2032 Bonds may be used to temporarily repay outstanding borrowings under the global revolving credit facilities of the operating partnership, acquire additional properties or businesses, fund development opportunities, invest in interest-bearing accounts and short-term interest-bearing securities that are consistent with the company’s intention to qualify as a REIT for the purposes of the U.S. federal income tax, and to provide working capital and other general business purposes, including possibly for the repayment of other debts, or the repayment, redemption, redemption, or repayment of outstanding equity or debt securities, or a combination of the foregoing. The Company intends to use the net proceeds from the offering of the 2022 Notes to fund the potential repayment in full of Digital Stout Holding, LLC’s 4.750% Secured Notes due 2023 or to temporarily repay borrowings outstanding in the 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 that are consistent with the company’s intention of qualify as a REIT for U.S. federal income tax purposes, and to provide working capital and other general corporate purposes, including possibly for the repayment of other indebtedness, or the repayment , the repurchase, redemption or repayment of outstanding equity or debt securities, or any combination of the foregoing.
Euro banknotes are only sold outside United States based on Regulation S under the US Securities Act of 1933, as amended. The Euro Notes have not been and will not be registered under the Securities Act and may not be offered or sold in United States or for United States persons (as defined in Regulation S of the Securities Act) who are not registered or who do not benefit from an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy the Euro Notes, and there will be no 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 that are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual results to differ materially, including statements relating to the timing and completion of the offering. euro banknotes and the intended use of the net proceeds. The company cannot guarantee that it will be able to complete the offer under the conditions provided for, if at all. For a more detailed listing and description of such risks and uncertainties, see the company’s reports and other filings with the United States Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year closed December 31, 2019 and quarterly report on Form 10-Q for completed quarters March 31, 2020 and June 30th2020. 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 any securities of Digital Realty Trust, Inc. or its affiliates. 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, securities may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or within United States except pursuant to an exemption or in connection with a transaction not subject to the registration requirements of the Securities Act and in accordance with the applicable securities laws of any state or other jurisdiction of the United States. Any offer of securities will be made in accordance with Regulation S of the Securities Act.
Notice to EEA Retail Investors
The Euro Notes are not intended to be offered, sold or otherwise made available and, as of this date, must not be offered, sold or otherwise made available to any retail investor in the European Economic Area ( the “EEA”) or 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 Article 4(1)(11) of the 2014 Directive /65/EU (as amended, “MiFID II”); or (ii) a client within the meaning of Directive 2016/97/EU (recast) (as amended, the “DMI”), where such client would not not qualify as a professional client as defined in Article 4, point (10) (1) of MiFID II No key information document required by Regulation (EU) No 1286/2014 (as amended, the “ PRIIPs Regulation”) to offer or sell any covered instruments or otherwise make such instruments available to retail investors in the EEA or the UK has been prepared. Offer or sell the Euro Notes or otherwise make them available to any retail investor in the EEA or the UK may be illegal under the PRIIPs Regulation. This communication has been prepared on the basis that any offer or sale of Euro Notes in any EEA Member State will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or replaced, the “ Prospectus Regulation”) of the obligation to publish a prospectus for offers or sales of Euro Notes. This communication is not a prospectus within the meaning of the Prospectus Regulation.
SOURCE Digital Realty