Item 8.01. Other Events.




On January 5, 2021, Digital Intrepid Holding B.V., an indirect wholly owned
holding and finance subsidiary of the operating partnership, commenced an
offering of Euro-denominated Guaranteed Notes (the "Euro Notes"). The Euro Notes
will be senior unsecured obligations of Digital Intrepid Holding B.V. and will
be fully and unconditionally guaranteed by Digital Realty Trust, Inc. and the
operating partnership. Consummation of the offering is subject to market and
other conditions. The Euro Notes will be offered only outside the 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 within the United States or to
United States persons (within the meaning of Regulation S under the Securities
Act) absent registration or an applicable exemption from registration
requirements. The final terms of the Euro Notes will be determined at the time
of pricing.
The company intends to allocate an amount equal to the net proceeds from the
offering of the Euro Notes to finance or refinance, in whole or in part,
recently completed or future green building, energy and resource efficiency and
renewable energy projects, including the development and redevelopment of such
projects (collectively, "Eligible Green Projects"). Pending the allocation of
the net proceeds of the Euro Notes to Eligible Green Projects, all or a portion
of an amount equal to the net proceeds from the Euro Notes may be used 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 with Digital Realty
Trust, Inc.'s intention to qualify as a REIT for U.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.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form
8-K
contains certain "forward-looking" statements as that term is defined by
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended. Statements that are predictive in nature, that depend on or
relate to future events or conditions, or that include words such as "believes",
"anticipates", "expects", "may", "will", "would", "should", "estimates",
"could", "intends", "plans" or other similar expressions are forward-looking
statements. Forward-looking statements involve significant known and unknown
risks and uncertainties that may cause the company's actual results in future
periods to differ materially from those projected or contemplated in the
forward-looking statements as a result of, but not limited to, the following
factors: timing and consummation of the offering of the Euro Notes; the intended
use of the net proceeds from the offering of the Euro Notes; risks and
uncertainties related to market conditions and satisfaction of customary closing
conditions related to the offering of the Euro Notes; and the impact of
legislative, regulatory and competitive changes and other risk factors relating
to the industries in which we operate, as detailed from time to time in each of
our reports filed with the Securities and Exchange Commission. There can be no
assurance that the proposed transactions will be consummated on the terms
described herein or at all.
The risks included here are not exhaustive, and additional factors could
adversely affect our business and financial performance. We discussed a number
of additional material risks in our annual report on Form
10-K
for the year ended December 31, 2019, our quarterly reports on Form
10-Q
for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 and
other filings with the Securities and Exchange Commission. Those risks continue
to be relevant to our performance and financial condition. Moreover, we operate
in a very competitive and rapidly changing environment. New risk factors emerge
from time to time and it is not possible for management to predict all such risk
factors, nor can it assess the impact of all such risk factors on the business
or the extent to which any
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factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. We expressly disclaim
any responsibility to update forward-looking statements, whether as a result of
new information, future events or otherwise.
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