8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2024
 
 
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
(Exact name of registrant as specified in its charter)
 
 
 
Maryland
  
001-32336
  
26-0081711
Maryland
  
000-54023
  
20-2402955
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
5707 Southwest Parkway, Building 1, Suite 275
Austin, Texas
  
78735
(Address of principal executive offices)
  
(Zip Code)
(737)
281-0101
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
  ☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  ☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
  ☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
  ☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
symbol(s)
  
Name of each exchange
on which registered
Common Stock   DLR   New York Stock Exchange
Series J Cumulative Redeemable Preferred Stock   DLR Pr J   New York Stock Exchange
Series K Cumulative Redeemable Preferred Stock   DLR Pr K   New York Stock Exchange
Series L Cumulative Redeemable Preferred Stock   DLR Pr L   New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
 
Digital Realty Trust, Inc.:
   
Emerging growth company ☐
Digital Realty Trust, L.P.:
   
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Digital Realty Trust, Inc.: ☐
Digital Realty Trust, L.P.: ☐
 
 
 
Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our company,” “the company” or “Digital Realty” refer to Digital Realty Trust, Inc., together with its consolidated subsidiaries, including Digital Realty Trust, L.P., our “operating partnership.”
 
Item 8.01
Other Events
On May 7, 2024, Digital Realty Trust, Inc. and the operating partnership entered into an underwriting agreement with BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in the underwriting agreement (collectively, the “underwriters”), relating to the sale of up to 12,075,000 shares (the “shares”) of common stock, par value $0.01 per share (including 1,575,000 shares that the underwriters had the option to purchase, and which option was exercised in full on May 8, 2024), at a purchase price to the underwriters of $136.66 per share. The offering closed on May 10, 2024.
The shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to our effective shelf registration statement on Form
S-3
(File
No. 333-270596).
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. The summary set forth above is qualified in its entirety by reference to such exhibit.
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 Maryland law issues regarding our common stock.
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
Number
   
Description
 1.1    Underwriting Agreement, dated as of May 7, 2024, among Digital Realty Trust, Inc., Digital Realty Trust, L.P. and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein
 5.1    Opinion of Venable LLP.
23.1    Consent of Venable LLP (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: May 10, 2024
 
 
Digital Realty Trust, Inc.
By:  
/s/ JEANNIE LEE
 
Jeannie Lee
 
Executive Vice President, General Counsel and Secretary
 
Digital Realty Trust, L.P.
By:   Digital Realty Trust, Inc.
  Its general partner
By:  
/s/ JEANNIE LEE
 
Jeannie Lee
 
Executive Vice President, General Counsel and Secretary