Digital Realty closes CHF510M Swiss bond offering
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Rhea-AI Filing Summary
Digital Realty Trust, Inc. announced that its indirect wholly owned finance subsidiary, Digital Constellation B.V., issued CHF510 million of Swiss franc notes: CHF225 million at 1.6803% due October 8, 2029; CHF185 million at 2.0600% due October 6, 2032; and CHF100 million at 2.4150% due October 6, 2036. The notes are senior unsecured obligations of Digital Constellation B.V., fully and unconditionally guaranteed by Digital Realty Trust, Inc., Digital Realty Trust, L.P. and Digital Intrepid Holding B.V.
Net proceeds were CHF508.39 million after managers’ commissions and certain offering expenses. Digital Realty intends to allocate an amount equal to the net proceeds to finance or refinance, in part or in full, new or existing projects consistent with its Green Bond Framework. Pending allocation, all or part may temporarily repay revolving credit facilities, support property or business acquisitions, development, interest-bearing accounts and short-term interest-bearing securities consistent with its REIT qualification intention, working capital or other general corporate purposes. The notes limit additional indebtedness and require a pool of unencumbered assets.
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senior unsecured obligations financial
Regulation S regulatory
restrictive covenants financial
unencumbered assets financial
additional amounts financial
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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)) |
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| Digital Realty Trust, Inc.: | Emerging growth company | |||
| Digital Realty Trust, L.P.: | Emerging growth company | |||
Introductory Note
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 1.01. Entry into a Material Definitive Agreement.
On October 6, 2026, Digital Constellation B.V., an indirect wholly owned finance subsidiary of the operating partnership, issued and sold CHF225 million aggregate principal amount of 1.6803% Guaranteed Notes due 2029 (the “2029 Notes”), CHF185 million aggregate principal amount of 2.0600% Guaranteed Notes due 2032 (the “2032 Notes”) and CHF100 million aggregate principal amount of 2.4150% Guaranteed Notes due 2036 (the “2036 Notes” and together with the 2029 Notes and the 2032 Notes, the “Swiss Franc Notes”). The Swiss Franc Notes are senior unsecured obligations of Digital Constellation B.V. and are fully and unconditionally guaranteed by Digital Realty Trust, Inc., the operating partnership and Digital Intrepid Holding B.V., an indirect wholly owned holding and finance subsidiary of the operating partnership through which the Interxion business is held. The Swiss Franc Notes were sold outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) and in Switzerland pursuant to a public offering made in reliance on an exemption from the obligation to publish a prospectus approved by a Swiss review body pursuant to article 51(2) of the Swiss Financial Services Act and article 60 of the Swiss Financial Services Ordinance. The Swiss Franc 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 the registration requirements.
The terms of the Swiss Franc Notes are governed by terms and conditions, dated as of October 2, 2026 (the “Conditions”), a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference. Each of the Swiss Franc Notes are evidenced by permanent global certificates, copies of which are attached hereto as Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively, and incorporated herein by reference. The Conditions contain 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 Conditions, the Swiss Franc Notes and the guarantees in this report are summaries and are qualified in their entirety by the terms of the Conditions and the forms of the Swiss Franc Notes.
Net proceeds from the offering of the Swiss Franc Notes were CHF508.39 million after deducting the managers’ commissions and certain offering expenses. We intend to use the net proceeds from the offering of the Swiss Franc 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 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.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 6, 2026, Digital Constellation B.V., an indirect wholly owned finance subsidiary of the operating partnership, issued and sold CHF225 million aggregate principal amount of 1.6803% Guaranteed Notes due 2029, CHF185 million aggregate principal amount of 2.0600 % Guaranteed Notes due 2032 and CHF100 million aggregate principal amount of 2.4150% Guaranteed Notes due 2036. The purchase price paid by the initial purchasers for the Swiss Franc Notes was 100% of the principal amount thereof. Interest on the 2029 Notes will be payable annually in arrears at a rate of 1.6803% per annum, and the 2029 Notes will mature on October 8, 2029. Interest on the 2032 Notes will be payable annually in arrears at a rate of 2.0600% per annum, and the 2032 Notes will mature on October 6, 2032. Interest on the 2029 Notes is payable on October 8 of each year beginning on October 8, 2027, interest on the 2032 Notes and 2036 Notes is payable on October 6 of each year beginning on October 6, 2027. Interest on the 2036 Notes will be payable annually in arrears at a rate of 2.4150% per annum, and
the 2036 Notes will mature on October 6, 2036. The Swiss Franc Notes are senior unsecured obligations of Digital Constellation B.V. and rank equally in right of payment with all of Digital Constellation B.V.’s other existing and future senior unsecured and unsubordinated indebtedness. Digital Constellation B.V.’s obligations under the Swiss Franc Notes are fully and unconditionally guaranteed by Digital Realty Trust, Inc., the operating partnership and Digital Intrepid Holding B.V., an indirect wholly owned holding and finance subsidiary of the operating partnership through which the Interxion business is held.
The Swiss Franc Notes are generally not redeemable at the option of Digital Constellation B.V., except as set out below.
Digital Constellation B.V. may redeem any series of Swiss Franc Notes, in whole, but not in part, on or after the date that is three months prior to the maturity date thereof, or July 8, 2029 for the 2029 Notes, July 6, 2032 for the 2032 Notes and July 6, 2036 for the 2036 Notes, at a price equal to 100% of the principal amount of such series of Swiss Franc Notes plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Additionally, at any time following the issue date and prior to the maturity date, Digital Constellation B.V. may also redeem any series of Swiss Franc Notes in whole, but not in part, at a price equal to 100% of the principal amount of such series of Swiss Franc Notes plus accrued and unpaid interest, if any, to, but excluding, the redemption date if 75% or more of the aggregate principal amount of such series of Swiss Franc Notes have been redeemed or purchased and cancelled at the time of such notice.
All payments of principal and interest on the Swiss Franc 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 by the United States or the Netherlands 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 Constellation B.V. will pay such “additional amounts” necessary so that the net payment of the principal of and interest on the Swiss Franc Notes to a holder who is not a United States person for United States federal income tax purposes, including additional amounts, after the withholding or deduction, will not be less than the amount provided in such Swiss Franc Notes to be then due and payable.
If, due to certain changes in tax law, Digital Constellation B.V. has or will become obligated to pay additional amounts on the Swiss Franc Notes or if there is a substantial probability that Digital Constellation B.V. will become obligated to pay additional amounts on the Swiss Franc Notes, then Digital Constellation B.V. may, on giving not less than 15 days’ nor more than 45 days’ notice, at its option, redeem the Swiss Franc Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Swiss Franc Notes to be redeemed, together with interest accrued and unpaid, if any, to, but excluding, the redemption date.
Certain events are considered events of default, which may result in the accelerated maturity of the Swiss Franc Notes, including:
| • | a default for 30 days in payment of any installment of interest under the Swiss Franc Notes; |
| • | a default in the payment of the principal amount or redemption price due with respect to the Swiss Franc Notes, when the same becomes due and payable; |
| • | Digital Constellation B.V.’s, Digital Realty Trust, Inc.’s, Digital Intrepid Holding B.V.’s or the operating partnership’s failure to comply with any of their respective other agreements in the Swiss Franc Notes or the Conditions upon receipt by Digital Constellation B.V., Digital Realty Trust, Inc., Digital Intrepid Holding B.V. or the operating partnership of notice of such default from the noteholders’ representative or from holders of not less than 25% in aggregate principal amount of the Swiss Franc Notes then outstanding and Digital Constellation B.V.’s, Digital Realty Trust, Inc.’s, Digital Intrepid Holding B.V.’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) of Digital Constellation B.V., Digital Realty Trust, Inc., the operating partnership, Digital Intrepid Holding B.V., 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 to Digital Constellation B.V. from the noteholders’ representative (or to Digital Constellation B.V. and the noteholders’ representative from holders of at least 25% in principal amount of the outstanding Swiss Franc Notes); or |
| • | certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of Digital Constellation B.V., Digital Realty Trust, Inc., the operating partnership, Digital Intrepid Holding B.V. or any Significant Subsidiary or any substantial part of their respective property. |
Item 7.01. Regulation FD Disclosure.
On October 6, 2026, Digital Realty issued a press release announcing the closing of the Swiss Franc Notes described under Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the company or the operating partnership under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 4.1 | Terms and Conditions dated as of October 2, 2026 | |
| 4.2 | Form of the 2029 Notes. | |
| 4.3 | Form of the 2032 Notes. | |
| 4.4 | Form of the 2036 Notes. | |
| 99.1 | Press Release of Digital Realty dated October 6, 2026. | |
| 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: October 6, 2026
| 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 | ||
Exhibit 99.1
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NEWS RELEASE |
Digital Realty Announces Closing CHF510 Million of Swiss Bonds
AUSTIN, Texas – October 6, 2026 – Digital Realty (NYSE: DLR), a leading global provider of carrier- and cloud-neutral data center, colocation and interconnection solutions, announced today that Digital Constellation B.V., an indirect wholly-owned finance subsidiary of the company’s operating partnership, Digital Realty Trust, L.P., has closed an offering of CHF225 million of 1.6803% Swiss bonds due 2029 (the “2029 Swiss bonds”), CHF185 million of 2.0600% Swiss bonds due 2032 (the “2032 Swiss bonds”) and CHF100 million of 2.4150% Swiss bonds due 2036 (the “2036 Swiss bonds” and together with the 2029 Swiss bonds and the 2032 Swiss bonds, the “Swiss bonds”).
The Swiss bonds will be senior unsecured obligations of Digital Constellation B.V. and will be fully and unconditionally guaranteed by the company, the operating partnership and Digital Intrepid Holding B.V., an indirect wholly-owned holding and finance subsidiary of the operating partnership. Interest on the 2029 Swiss bonds will be payable annually in arrears at a rate of 1.6803% per annum from and including October 6, 2026, and the 2029 Swiss bonds will mature on October 8, 2029. Interest on the 2032 Swiss bonds will be payable annually in arrears at a rate of 2.0600% per annum from and including October 6, 2026, and the 2032 Swiss bonds will mature on October 6, 2032. Interest on the 2036 Swiss bonds will be payable annually in arrears at a rate of 2.4150% per annum from and including October 6, 2026, and the 2036 Swiss bonds will mature on October 6, 2036.
The company intends to use the net proceeds from the offering of the Swiss bonds to allocate an amount equal to the net proceeds from the offering of the Swiss bonds to finance or refinance, in part or in full, new and/or existing projects consistent with Digital Realty’s Green Bond Framework, including the development and redevelopment of such projects. Pending the allocation of the net proceeds of the Swiss bonds to such projects, all or a portion of an amount equal to the net proceeds from the Swiss bonds 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 the company’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.
The Swiss bonds are being sold only outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended. The Swiss bonds have not been and will not be registered under the Securities Act and may not be offered or sold in 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. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Swiss bonds, nor shall there be any offer, solicitation or sale of the Swiss bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Safe Harbor Statement
This press release contains forward-looking statements which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. For a list and description of such risks and uncertainties, see the company’s reports and other filings with the U.S. Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2025 and the Quarterly Report on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026. The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Regulation S Statement
This communication is not an offer to sell or a solicitation of an offer to buy securities of Digital Realty Trust, Inc. or its subsidiaries. The securities have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States. Consequently, the securities may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any offering of the securities will be conducted pursuant to Regulation S under the Securities Act.
Notice to European Economic Area Retail Investors
The Swiss bonds are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “IMD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling any in scope instrument or otherwise making such instruments available to retail investors in the EEA has been prepared. Offering or selling the Swiss bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This communication has been prepared on the basis that any offers or sales of Swiss bonds in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or superseded, the “Prospectus Regulation”) from the requirement to publish a prospectus for offers or sales of Swiss bonds. This communication is not a prospectus for the purposes of the Prospectus Regulation.
Notice to UK Retail Investors
This announcement is for distribution only to, and is directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
The Swiss bonds are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom. For these purposes, a “retail investor” means a person who is either one (or both) of the following): (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024”. Consequently, no disclosure document required by the Financial Conduct Authority Product Disclosure Sourcebook for offering, selling or distributing the Swiss bonds or otherwise making them available to retail investors in the U.K. has been prepared and therefore offering, selling or distributing the Swiss bonds or otherwise making them available to any retail investor in the U.K. may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulation 2024.
Investor Relations
Jordan Sadler / Jim Huseby
Digital Realty
+1 (737) 281- 0101
InvestorRelations@digitalrealty.com
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