Item 1.01. Entry into a Material Definitive Agreement.
OnJanuary 18, 2022 ,Digital Intrepid Holding B.V ., an indirect wholly owned holding and finance subsidiary of the operating partnership through which the Interxion business is held, issued and sold €750,000,000 aggregate principal amount of 1.375% Guaranteed Notes due 2032 (the "Euro Notes"). The Euro Notes are senior unsecured obligations ofDigital Intrepid Holding B.V . and are fully and unconditionally guaranteed byDigital Realty Trust, Inc. and the operating partnership. The Euro Notes were sold outsidethe United States in reliance on Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The Euro Notes have not been and will not be registered under the Securities Act and may not be offered or sold withinthe United States or toUnited States persons (within the meaning of Regulation S under the Securities Act) absent registration or an applicable exemption from the registration requirements. The terms of the Euro Notes are governed by an indenture, dated as ofJanuary 18, 2022 , amongDigital Intrepid Holding B.V .,Digital Realty Trust, Inc. , the operating partnership,Deutsche Trustee Company Limited , as trustee, Deutsche Bank AG,London Branch, as paying agent and a transfer agent, andDeutsche Bank Luxembourg S.A. , as registrar and a transfer agent (the "Indenture"), a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference. The Indenture contains various restrictive covenants, including limitations on our ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The descriptions of the Indenture, the Euro Notes and the guarantees in this report are summaries and are qualified in their entirety by the terms of the Indenture, including the forms of the Euro Notes included therein. Net proceeds from the offering of the Euro Notes were approximately €737.5 million after deducting managers' discounts and estimated offering expenses. We intend to use the net proceeds from the Euro Notes to temporarily repay borrowings outstanding 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 which are consistent withDigital Realty Trust, Inc.'s intention to qualify as a REIT forU.S. federal income tax purposes, and to provide for working capital and other general corporate purposes, including potentially for the repayment of other debt, or the redemption, repurchase, repayment or retirement of outstanding equity or debt securities, or a combination of the foregoing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
• an amount equal to 100% of the principal amount of the Euro Notes to be redeemed plus accrued and unpaid interest up to, but not including, the redemption date; and • a make-whole premium calculated in accordance with the terms of the Indenture. Notwithstanding the foregoing, if any of the Euro Notes are redeemed on or after 90 days prior to the maturity date, the redemption price will not include a make-whole premium. All payments of principal and interest on the Euro Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, assessment or other governmental charge imposed bythe United States or a political subdivision or taxing authority thereof or therein having power to tax, unless the withholding of such tax, assessment or governmental charge is required by law or the official interpretation or administration thereof. In the event such withholding or deduction of taxes is required by law, then, subject to certain exceptions,Digital Intrepid Holding B.V . will pay such "additional amounts" necessary so that the net payment of the principal of and interest on the Euro Notes to a holder who is not aUnited States person forUnited States federal income tax purposes, including additional amounts, after the withholding or deduction, will not be less than the amount provided in such Euro Notes to be then due and payable. If, due to certain changes in tax law,Digital Intrepid Holding B.V . has or will become obligated to pay additional amounts on the Euro Notes or if there is a substantial probability thatDigital Intrepid Holding B.V . will become obligated to pay additional amounts on the Euro Notes, thenDigital Intrepid Holding B.V . may, on giving not less than 15 days' nor more than 45 days' notice, at its option, redeem the Euro Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Euro Notes to be redeemed, together with interest accrued and unpaid to the date fixed for redemption. Certain events are considered events of default, which may result in the accelerated maturity of the Euro Notes, including: • a default for 30 days in payment of any installment of interest under the Euro Notes; • a default in the payment of the principal amount or redemption price due with respect to the Euro Notes, when the same becomes due and payable; •Digital Intrepid Holding B.V.'s ,Digital Realty Trust, Inc.'s , or the operating partnership's failure to comply with any of their respective other agreements in the Euro Notes or the Indenture upon receipt byDigital Intrepid Holding B.V .,Digital Realty Trust, Inc. , or the operating partnership of notice of such default from the trustee or from holders of not less than 25% in aggregate principal amount of the Euro Notes then outstanding andDigital Intrepid Holding B.V.'s ,Digital Realty Trust, Inc.'s , or the operating partnership's failure to cure (or obtain a waiver of) such default within 90 days after receipt of such notice; • failure to pay any indebtedness (other than non-recourse indebtedness) that is (a) ofDigital Intrepid Holding B.V .,Digital Realty Trust, Inc. , the operating partnership, any subsidiary in which the operating partnership has invested at least$125,000,000 in capital, which we refer to as a Significant Subsidiary, or any entity in which the operating partnership is the general partner, and (b) in an outstanding principal amount in excess of$125,000,000 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 toDigital Intrepid Holding B.V . from the trustee (or toDigital Intrepid Holding B.V . and the trustee from holders of at least 25% in principal amount of the outstanding Euro Notes); or • certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee ofDigital Intrepid Holding B.V .,Digital Realty Trust, Inc. , the operating partnership or any Significant Subsidiary or any substantial part of their respective property.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofJanuary 18, 2022 , amongDigital Intrepid Holding B.V .,Digital Realty Trust, Inc. ,Digital Realty Trust, L.P. ,Deutsche Trustee Company Limited , as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, andDeutsche Bank Luxembourg S.A. , as registrar and a transfer agent, including the form of the 1.375% Guaranteed Notes due 2032. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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