SAN FRANCISCO, Sept. 24, 2018 /PRNewswire/ — Digital Realty (NYSE:DLR, news, filings), a leading global provider of data center, colocation and interconnection solutions, announced today it has commenced an underwritten registered public offering of 8,500,000 shares of its common stock in connection with the forward sales agreements described below.
BofA Merrill Lynch and Citigroup are the joint book-running managers for the offering.
The company expects to enter 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 as described below). 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 as described below). 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 as described below) 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 expect to grant the underwriters a 30-day option to purchase up to an additional 1,275,000 shares of the company’s common stock. 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) filed with the Securities & Exchange Commission. A preliminary 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 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.
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