SAN FRANCISCO, Sept. 24, 2018 /PRNewswire/ -- Digital
Realty (NYSE: DLR), a leading global provider of data center,
colocation and interconnection solutions, announced today that it
has priced an underwritten registered public offering of 8,500,000
shares of its common stock, all of which are being offered in
connection with the forward sales agreements described below, at a
price of $113.00 per share.
BofA Merrill Lynch and Citigroup are the joint book-running
managers for the offering. BTIG, J.P. Morgan, SMBC,
Scotiabank, TD Securities, Barclays, Credit Suisse, Deutsche Bank
Securities, MUFG, Mizuho Securities, Morgan Stanley, PNC Capital
Markets LLC, RBC Capital Markets and Wells Fargo Securities are
book-running managers for the offering, and SunTrust Robinson
Humphrey, Raymond James and BB&T
Capital Markets are co-managers for the offering.
The company has entered into forward sale agreements with Bank
of America, N.A. and Citibank, N.A. (the "forward purchasers") with
respect to 8,500,000 shares of its common stock (or an aggregate of
9,775,000 shares of its common stock if the underwriters exercise
their option to purchase additional shares in full). In
connection with the forward sale agreements, the forward purchasers
or their affiliates (the "forward sellers") are expected to borrow
and sell to the underwriters an aggregate of 8,500,000 shares of
the common stock that will be delivered in this offering (or an
aggregate of 9,775,000 shares of the common stock if the
underwriters exercise their option to purchase additional shares in
full). The company intends (subject to its right to elect
cash or net share settlement subject to certain conditions) to
deliver, upon physical settlement of such forward sale agreements
on one or more dates specified by the company occurring no later
than September 27, 2019, an aggregate
of 8,500,000 shares of its common stock (or an aggregate of
9,775,000 shares of its common stock if the underwriters exercise
their option to purchase additional shares in full) to the forward
purchasers in exchange for cash proceeds per share equal to the
applicable forward sale price, which will be the public offering
price, less underwriting discounts and commissions, subject to
certain adjustments as provided in the forward sale
agreements.
The forward sellers also granted the underwriters a 30-day
option to purchase up to an additional 1,275,000 shares of the
company's common stock. The offering is expected to close on
September 27, 2018, subject to
customary closing conditions. Upon any exercise of such
option, the number of shares of the company's common stock
underlying each forward sale agreement will be increased by the
number of shares sold by the applicable forward seller in respect
of such option exercise.
The company will not initially receive any proceeds from the
sale of shares of its common stock by the forward sellers.
The company intends to contribute the net proceeds, if any, it
receives upon the future settlement of the forward sale agreements
to its operating partnership, which intends to subsequently use a
portion of such net proceeds to fund its portion of the
previously-announced pending acquisition of Ascenty. The operating
partnership intends to use the balance of such net proceeds, if
any, to repay outstanding indebtedness under its global revolving
credit facility, and for general corporate purposes.
Selling common stock through the forward sale agreements enables
the company to set the price of such shares upon pricing the
offering (subject to certain adjustments), while delaying the
issuance of the shares and the receipt of the net proceeds by the
company until the expected closing of the pending
acquisition.
The offering is being made pursuant to an effective shelf
registration statement (containing a prospectus) that has been
filed with the Securities and Exchange Commission. A final
prospectus supplement relating to the offering will be filed with
the SEC and will be available on the SEC's website at
http://www.sec.gov. A copy of the prospectus supplement and
accompanying prospectus relating to the offering may be obtained,
when available, by contacting BofA Merrill Lynch / Attn: Prospectus
Department / NC1-004-03-43 / 200 North College Street, 3rd Floor /
Charlotte, NC 28255-0001, via
phone at (800) 294-1322 or via email at:
dg.prospectus_requests@baml.com; or Citigroup, c/o Broadridge
Financial Solutions / 1155 Long Island Avenue / Edgewood, NY 11717 or via phone at (800)
831-9146.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or other jurisdiction.
For Additional Information
Andrew P. Power
Chief Financial Officer
Digital Realty
(415) 738-6500
Investor Relations
John J.
Stewart / Maria S. Lukens
Senior Vice President
Investor Relations
Digital Realty
(415) 738-6500
Media Inquiries
John
Christiansen / Scott Lindlaw
/ Lindsay Andrews
Sard Verbinnen & Co.
(415) 618-8750
About Digital Realty
Digital Realty supports the data
center, colocation and interconnection strategies of more than
2,300 firms across its secure, network-rich portfolio of data
centers located throughout North
America, Europe,
Asia and Australia. Digital
Realty's clients include domestic and international companies of
all sizes, ranging from cloud and information technology services,
communications and social networking to financial services,
manufacturing, energy, healthcare and consumer products.
Safe Harbor Statement
This press release contains
forward-looking statements which are based on current expectations,
forecasts and assumptions that involve risks and uncertainties that
could cause actual outcomes and results to differ materially,
including statements related to the acquisition of Ascenty,
completion and timing of the offering, the expected physical
settlement of the forward sale agreements, and use of
proceeds. These risks and uncertainties include, among
others, the following: reduced demand for data centers or decreases
in information technology spending; decreased rental rates,
increased operating costs or increased vacancy rates; increased
competition or available supply of data center space; the
suitability of our data centers and data center infrastructure,
delays or disruptions in connectivity or availability of power, or
failures or breaches of our physical and information security
infrastructure or services; our dependence upon significant
customers, bankruptcy or insolvency of a major customer or a
significant number of smaller customers, or defaults on or
non-renewal of leases by customers; breaches of our obligations or
restrictions under our contracts with our customers; our inability
to successfully develop and lease new properties and development
space, and delays or unexpected costs in development of properties;
the impact of current global and local economic, credit and market
conditions; our inability to retain data center space that we lease
or sublease from third parties; difficulty acquiring or operating
properties in foreign jurisdictions; our failure to realize the
intended benefits from, or disruptions to our plans and operations
or unknown or contingent liabilities related to, our recent
acquisitions; our failure to successfully integrate and operate
acquired or developed properties or businesses, including the
portfolio of data center assets from Ascenty; difficulties in
identifying properties to acquire and completing acquisitions,
including our acquisition of Ascenty; risks related to joint
venture investments, including as a result of our lack of control
of such investments; risks associated with using debt to fund our
business activities, including re-financing and interest rate
risks, our failure to repay debt when due, adverse changes in our
credit ratings or our breach of covenants or other terms contained
in our loan facilities and agreements; our failure to obtain
necessary debt and equity financing, and our dependence on external
sources of capital; financial market fluctuations and changes in
foreign currency exchange rates; adverse economic or real estate
developments in our industry or the industry sectors that we sell
to, including risks relating to decreasing real estate valuations
and impairment charges and goodwill and other intangible asset
impairment charges; our inability to manage our growth effectively;
losses in excess of our insurance coverage; environmental
liabilities and risks related to natural disasters; our inability
to comply with rules and regulations applicable to our company; our
failure to maintain our status as a REIT for federal income tax
purposes; our operating partnership's failure to qualify as a
partnership for federal income tax purposes; restrictions on our
ability to engage in certain business activities; and changes in
local, state, federal and international laws and regulations,
including related to taxation, real estate and zoning laws, and
increases in real property tax rates. For a further list and
description of such risks and uncertainties, see the reports and
other filings by the company with the U.S. Securities and Exchange
Commission, including the company's Annual Report on Form 10-K for
the year ended December 31, 2017 and
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June
30, 2018. 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.
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SOURCE Digital Realty