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Digital Realty Prices Common Stock OfferingSAN FRANCISCO, May 17, 2016 /PRNewswire/ -- Digital Realty Trust, Inc. (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 12,500,000 shares of its common stock, all of which are being offered in connection with the forward sales agreements described below, at a price of $96.00 per share. The forward purchasers (as defined below) also granted the underwriters a 30-day option to purchase up to an additional 1,875,000 shares of the company's common stock. The offering is expected to close on May 20, 2016, subject to customary closing conditions. BofA Merrill Lynch, Citigroup, and J.P. Morgan are the joint book-running managers for the offering. Barclays, Credit Suisse, Deutsche Bank Securities, Morgan Stanley, Wells Fargo Securities, BTIG, LLC, SMBC Nikko, Scotiabank, MUFG, and TD Securities are book-running managers for the offering, and Raymond James, BBVA, Mizuho Securities, PNC Capital Markets LLC, RBC Capital Markets, SunTrust Robinson Humphrey 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., Citibank, N.A. and JPMorgan Chase Bank, N.A. (the "forward purchasers") with respect to 12,500,000 shares of its common stock (or an aggregate of 14,375,000 shares of the company's 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 are expected to borrow and sell to the underwriters an aggregate of 12,500,000 shares of the common stock (or an aggregate of 14,375,000 shares of the company's common stock if the underwriters exercise their option to purchase additional shares in full) that will be delivered in this offering. Subject to its right to elect cash or net share settlement and subject to certain conditions, the company intends to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by the company occurring no later than May 19, 2017, an aggregate of 12,500,000 shares of its common stock (or an aggregate of 14,375,000 shares of the company's 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, and will be subject to certain adjustments as provided in the forward sale agreements. Upon any exercise of the underwriters' 30-day option to purchase up to an additional 1,875,000 shares of the company's common stock, 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 purchasers. The company expects to use a portion of the net proceeds, if any, it receives upon the future settlement of the forward sale agreements to fund its previously-announced pending acquisition of a portfolio of data center assets from Equinix and to use any remaining net proceeds for general corporate purposes, including the repayment of outstanding indebtedness, the repurchase, redemption or retirement of outstanding debt or preferred equity securities, and the funding of development and acquisition opportunities. 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 preliminary prospectus supplement relating to the offering was filed with the SEC and is available on the SEC's website at http://www.sec.gov. A copy of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained when available by contacting BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department or by email at [email protected], Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 (tel: 800-831-9146), or J.P. Morgan, Attn: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, (tel: 866-803-9204). 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
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