8-K

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): January 17, 2019

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.)
Four Embarcadero Center, Suite 3200 San Francisco, California		94111
(Address of principal executive offices)		(Zip Code)

(415) 738-6500

(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))

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.:  ☐

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 8.01. Other Events.

Results of Tender Offer for 5.875% Senior Notes due 2020

On January 17, 2019, Digital Realty announced the results of the previously announced cash tender offer (the “Tender Offer”) by the operating partnership for any and all of the outstanding $500 million in aggregate principal amount of 5.875% Senior Notes due 2020 (the “Senior Notes”), which are fully and unconditionally guaranteed by Digital Realty. The Tender Offer expired at 5:00 p.m., New York City time, on Thursday, January 17, 2019 (the “Expiration Time”). As of the expiration of the Tender Offer, $350,123,000 or 70.02% of the $500 million aggregate principal amount of the Senior Notes outstanding prior to the Tender Offer had been validly tendered and not withdrawn in the Tender Offer. The operating partnership accepted for purchase all of the Notes validly tendered and delivered (and not validly withdrawn) in the Tender Offer at or prior to the Expiration Time. Payment for the Notes purchased pursuant to the Tender Offer is anticipated to be made on January 18, 2019 (the “Settlement Date”) or January 23, 2019 (the “Guaranteed Delivery Settlement Date”), as applicable.

The consideration paid under the Tender Offer was $1,022.81 per $1,000 principal amount of Senior Notes, plus accrued and unpaid interest to, but not including, the Settlement Date. The total Tender Offer consideration of $367,651,373.10 including accrued and unpaid interest was funded from a portion of the net proceeds from the previously announced issuance and sale by Digital Euro Finco, LLC, a wholly owned indirect finance subsidiary of the Issuer, of its Euro-denominated 2.500% Guaranteed Notes due 2026.

The Tender Offer was made pursuant to the operating partnership’s Offer to Purchase dated January 11, 2019 and the related Letter of Transmittal and Notice of Guaranteed Delivery. Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as Dealer Manager for the Tender Offer. This Current Report on Form 8-K is neither an offer to purchase nor a solicitation to buy any of the Notes nor is it a solicitation for acceptance of the Tender Offer.

The press releases announcing the pricing and expiration of the Tender Offer are attached hereto as Exhibit 99.1 and 99.2, respectively and are incorporated in this Item 8.01 by this reference.

Redemption of 5.875% Senior Notes due 2020

On January 18, 2019, Digital Realty announced that its operating partnership has elected to redeem all of its Senior Notes that remain outstanding following the Tender Offer on February 19, 2019 (the “Redemption Date”). The aggregate principal amount outstanding of Senior Notes following the settlement of the Tender Offer is $149,877,000. The redemption price for the Senior Notes is equal to (a) $1,020.310000 per $1,000 principal amount of the Senior Notes, or 102.031% of the aggregate principal amount of the Senior Notes, plus (b) accrued and unpaid interest to, but excluding, the Redemption Date equal to $2.937500 per $1,000 principal amount of the Senior Notes. Wilmington Trust FSB, as trustee for the Senior Notes, issued a notice to registered holders concerning the redemption. The operating partnership intends to use the net proceeds from the previously announced issuance and sale by Digital Euro Finco, LLC, a wholly owned indirect finance subsidiary of the operating partnership, of its Euro-denominated 2.500% Guaranteed Notes due 2026 (the “Euro Notes”), to fund this redemption. After such redemption, no Senior Notes will remain outstanding.

The foregoing does not constitute a notice of redemption with respect to any of the Senior Notes. A copy of the press release, dated January 18, 2019, announcing the redemption is attached hereto as Exhibit 99.3 and is incorporated in this Item 8.01 by this reference.

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 Exchange Act. 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 Tender Offer and the redemption of Senior 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 Tender Offer and the redemption of Senior 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 SEC. 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, 2017 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 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.

Item  9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Digital Realty dated January 17, 2019
99.2	Press Release of Digital Realty dated January 17, 2019
99.3	Press Release of Digital Realty dated January 18, 2019

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: January 22, 2019

	Digital Realty Trust, Inc.
By:	/s/ JOSHUA A. MILLS
	Joshua A. Mills
	Senior Vice President, General Counsel and Secretary
	Digital Realty Trust, L.P.
By:	Digital Realty Trust, Inc.
	Its general partner
By:	/s/ JOSHUA A. MILLS
	Joshua A. Mills
	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Four Embarcadero Center, Suite 3200 San Francisco, CA 94111 TEL: (415) 738-6500    FAX: (415) 738-6501

Digital Realty Announces Pricing of Tender Offer for Any and All of Digital Realty Trust L.P.’s Outstanding 5.875% Senior Notes Due 2020

San Francisco, CA – January 17, 2019 – Digital Realty Trust, Inc. (NYSE: DLR) (“Digital Realty”) announced today that Digital Realty Trust, L.P. (the “Issuer”), its operating partnership subsidiary, has priced the previously announced tender offer (the “Offer”) to purchase for cash any and all of its outstanding 5.875% Senior Notes due 2020 (CUSIP Nos. 25389JAH9, 25389JAE6, and U25389AA2 ) (the “Notes”), which were issued by the Issuer and are fully and unconditionally guaranteed by Digital Realty, on the terms and subject to the conditions set forth in the Offer to Purchase, dated January 11, 2019, the related Letter of Transmittal and the Notice of Guaranteed Delivery (as they may each be amended or supplemented from time to time, the “Offer Documents”). The Issuer refers investors to the Offer Documents for the complete terms and conditions of the Offer.

Certain information regarding the Notes and the pricing for the Offer is set forth in the table below.

Title of Security

CUSIP Numbers

Principal Amount Outstanding

U.S. Treasury Reference Security

Bloomberg Reference Page

Reference Yield

Fixed Spread

Tender Offer Consideration (1)(2)

5.875% Senior Notes due 2020

25389JAH9 25389JAE6 U25389AA2

$

500,000,000

2.00% U.S. Treasury due 01/31/2020

FIT4

2.569

%

37.5 bps

$

1,022.81

(1) Per $1,000 principal amount.

(2) Tender Offer Consideration calculated on the basis of pricing for the U.S. Treasury Reference Security as of 2:00 p.m., New York City time, on January 17, 2019.

The “Tender Offer Consideration” listed in the table above for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Offer was determined in the manner described in the Offer Documents by reference to a fixed spread for the Notes specified in the table above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified in the table above at 2:00 p.m., New York City time, on January 17, 2019.

Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Issuer makes payment for such Notes, which date is anticipated to be January 18, 2019.

Holders of the Notes are urged to read the Offer Documents carefully before making any decision with respect to the Offer. Holders who would like additional copies of the Offer Documents may call the information agent, GBSC at (866) 924-2200. Copies of the Offer Documents are also available at the following website: http://www.gbsc-usa.com/DigitalRealty. Questions regarding the terms of the Offer should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect).

This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Offer is being made solely pursuant to the Offer Documents. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Issuer by BofA Merrill Lynch or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. The full details of the Offer, including complete instructions on how to tender Notes, are included in the Offer Documents.

About Digital Realty

Digital Realty supports the data center, colocation and interconnection strategies of more than 2,300 firms across its secure, network-rich portfolio of data centers located throughout North America, Europe, Latin America, Asia and Australia. Digital Realty’s clients include domestic and international companies of all sizes, ranging from cloud and information technology services, communications and social networking to financial services, manufacturing, energy, healthcare and consumer products.

For Additional Information:

Andrew P. Power

Chief Financial Officer

Digital Realty

(415) 738-6500

Investor Relations

John J. Stewart / Maria S. Lukens

Digital Realty

(415) 738-6500

investorrelations@digitalrealty.com

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. These risks and uncertainties include, among others, the following: reduced demand for data centers or decreases in information technology spending; decreased rental rates, increased operating costs or increased vacancy rates; increased competition or available supply of data center space; the suitability of our data centers and data center infrastructure, delays or disruptions in connectivity or availability of power, or failures or breaches of our physical and information security infrastructure or services; our dependence upon significant customers, bankruptcy or insolvency of a major customer or a significant number of smaller customers, or defaults on or non-renewal of leases by customers; breaches of our obligations or restrictions under our contracts with our customers; our inability to successfully develop and lease new properties and development space, and delays or unexpected costs in development of properties; the impact of current global and local economic, credit and market conditions; our inability to retain data center space that we lease or sublease from third parties; difficulty acquiring or operating properties in foreign jurisdictions; our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent acquisitions; our failure to successfully integrate and operate acquired or developed properties or businesses; difficulties in identifying properties to acquire and completing acquisitions; risks related to joint venture investments, including as a result of our lack of control of such investments; risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our loan facilities and agreements; our failure to obtain necessary debt and equity financing, and our dependence on external sources of capital; financial market fluctuations and changes in foreign currency exchange rates; adverse economic or real estate developments in our industry or the industry sectors that we sell to, including risks relating to decreasing real estate valuations and impairment charges and goodwill and other intangible asset impairment charges; our inability to manage our growth effectively; losses in excess of our insurance coverage; environmental liabilities and risks related to natural disasters; our inability to comply with rules and regulations applicable to our company; our failure to maintain our status as a REIT for federal income tax purposes; our operating partnership’s failure to qualify as a partnership for federal income tax purposes; restrictions on our ability to engage in certain business activities; and changes in local, state, federal and international laws and regulations, including related to taxation, real estate and zoning laws, and increases in real property tax rates. For a further list and description of such risks and uncertainties, see the reports and other filings by the company with the U.S. Securities and Exchange Commission, including the company’s Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018. 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.

EX-99.2

Exhibit 99.2

Four Embarcadero Center, Suite 3200 San Francisco, CA 94111 TEL: (415) 738-6500    FAX: (415) 738-6501

Digital Realty Announces Expiration of Tender Offer for Any and All of Digital Realty

Trust L.P.’s Outstanding 5.875% Senior Notes Due 2020

San Francisco, CA – January 17, 2019 – Digital Realty Trust, Inc. (NYSE: DLR) (“Digital Realty”) announced today the expiration of the previously announced cash tender offer (the “Offer”) by Digital Realty Trust, L.P. (the “Issuer”), its operating partnership subsidiary, for any and all of its outstanding 5.875% Senior Notes due 2020 (CUSIP Nos. 25389JAH9, 25389JAE6, and U25389AA2 ) (the “Notes”). The Offer expired at 5:00 p.m., New York City time, on Thursday, January 17, 2019 (the “Expiration Date”). As of the expiration of the Offer, $350,123,000 or 70.02% of the $500,000,000 aggregate principal amount of the Notes had been validly tendered and not withdrawn in the Offer. The Issuer accepted for purchase all of the Notes validly tendered and delivered (and not validly withdrawn) in the Offer at or prior to the Expiration Date. Payment for the Notes purchased pursuant to the Offer is intended to be made on January 18, 2019 (the “Settlement Date”) or January 23, 2019 (the “Guaranteed Delivery Settlement Date”), as applicable.

The consideration to be paid under the Offer will be $1,022.81 per $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but not including, the Settlement Date or Guaranteed Delivery Settlement Date, as applicable. The total Offer consideration of $367,651,373.10 , including accrued and unpaid interest, will be funded from a portion of the net proceeds from the previously announced issuance and sale by Digital Euro Finco, LLC, a wholly owned indirect finance subsidiary of the Issuer, of its Euro-denominated 2.500% Guaranteed Notes due 2026.

The Offer was made pursuant to the Issuer’s Offer to Purchase dated January 11, 2019, the related Letter of Transmittal and Notice of Guaranteed Delivery. BofA Merrill Lynch acted as Dealer Manager for the Offer. This press release is neither an offer to purchase nor a solicitation to buy any of the Notes nor is it a solicitation for acceptance of the Offer.

The Issuer intends to redeem all of the Notes that have not been tendered in the Offer and the anticipated redemption date will be February 19, 2019.

About Digital Realty

Digital Realty supports the data center, colocation and interconnection strategies of more than 2,300 firms across its secure, network-rich portfolio of data centers located throughout North America, Europe, Latin America, Asia and Australia. Digital Realty’s clients include domestic and international companies of all sizes, ranging from cloud and information technology services, communications and social networking to financial services, manufacturing, energy, healthcare and consumer products.

For Additional Information:

Andrew P. Power

Chief Financial Officer

Digital Realty

(415) 738-6500

Investor Relations

John J. Stewart / Maria S. Lukens

Digital Realty

(415) 738-6500

investorrelations@digitalrealty.com

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. These risks and uncertainties include, among others, the following: reduced demand for data centers or decreases in information technology spending; decreased rental rates, increased operating costs or increased vacancy rates; increased competition or available supply of data center space; the suitability of our data centers and data center infrastructure, delays or disruptions in connectivity or availability of power, or failures or breaches of our physical and information security infrastructure or services; our dependence upon significant customers, bankruptcy or insolvency of a major customer or a significant number of smaller customers, or defaults on or non-renewal of leases by customers; breaches of our obligations or restrictions under our contracts with our customers; our inability to successfully develop and lease new properties and development space, and delays or unexpected costs in development of properties; the impact of current global and local economic, credit and market conditions; our inability to retain data center space that we lease or sublease from third parties; difficulty acquiring or operating properties in foreign jurisdictions; our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent acquisitions; our failure to successfully integrate and operate acquired or developed properties or businesses; difficulties in identifying properties to acquire and completing acquisitions; risks related to joint venture investments, including as a result of our lack of control of such investments; risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our loan facilities and agreements; our failure to obtain necessary debt and equity financing, and our dependence on external sources of capital; financial market fluctuations and changes in foreign currency exchange rates; adverse economic or real estate developments in our industry or the industry sectors that we sell to, including risks relating to decreasing real estate valuations and impairment charges and goodwill and other intangible asset impairment charges; our inability to manage our growth effectively; losses in excess of our insurance coverage; environmental liabilities and risks related to natural disasters; our inability to comply with rules and regulations applicable to our company; our failure to maintain our status as a REIT for federal income tax purposes; our operating partnership’s failure to qualify as a partnership for federal income tax purposes; restrictions on our ability to engage in certain business activities; and changes in local, state, federal and international laws and regulations, including related to taxation, real estate and zoning laws, and increases in real property tax rates. For a further list and description of such risks and uncertainties, see the reports and other filings by the company with the U.S. Securities and Exchange Commission, including the company’s Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018. 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.

EX-99.3

Exhibit 99.3

Four Embarcadero Center, Suite 3200 San Francisco, CA 94111 TEL: (415) 738-6500     FAX: (415) 738-6501

DIGITAL REALTY ANNOUNCES REDEMPTION OF 5.875% NOTES DUE 2020

San Francisco, CA – January 18, 2019 – Digital Realty (NYSE: DLR), a leading global provider of data center, colocation and interconnection solutions, announced today that its operating partnership, Digital Realty Trust, L.P. (the “Operating Partnership”) has given notice of its intention to redeem all of its outstanding 5.875% Notes due 2020 (the “Notes”), pursuant to its option under the Indenture governing the Notes, dated as of January 28, 2010. The redemption date is February 19, 2019 (the “Redemption Date”), and the redemption price is equal to par plus a make-whole premium, plus accrued and unpaid interest thereon to, but not including, the Redemption Date, in accordance with the terms of the Notes. As of the date hereof, there was $149,877,000 aggregate principal amount of the Notes outstanding.

Additional Information:

Wilmington Trust, National Association, (as successor by merger to Wilmington Trust FSB), is the Trustee and Paying Agent for the Notes.

About Digital Realty

Digital Realty supports the data center, colocation and interconnection strategies of more than 2,300 firms across its secure, network-rich portfolio of data centers located throughout North America, Europe, Latin America, Asia and Australia. Digital Realty’s clients include domestic and international companies of all sizes, ranging from cloud and information technology services, communications and social networking to financial services, manufacturing, energy, healthcare and consumer products.

For Additional Information:

Andrew P. Power

Chief Financial Officer

Digital Realty

(415) 738-6500

Investor Relations

John J. Stewart / Maria S. Lukens

Digital Realty

(415) 738-6500

investorrelations@digitalrealty.com

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. These risks and uncertainties include, among others, the following: reduced demand for data centers or decreases in information technology spending; decreased rental rates, increased operating costs or increased vacancy rates; increased competition or available supply of data center space; the suitability of our data centers and data center infrastructure, delays or disruptions in connectivity or availability of power, or failures or breaches of our physical and information security infrastructure or services; our dependence upon significant customers, bankruptcy or insolvency of a major customer or a significant number of smaller customers, or defaults on or non-renewal of leases by customers; breaches of our obligations or restrictions under our contracts with our customers; our inability to successfully develop and lease new properties and development space, and delays or unexpected costs in development of properties; the impact of current global and local economic, credit and market conditions; our inability to retain data center space that we lease or sublease from third parties; difficulty acquiring or operating properties in foreign jurisdictions; our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent acquisitions; our failure to successfully integrate and operate acquired or developed properties or businesses; difficulties in identifying properties to acquire and completing acquisitions; risks related to joint venture investments, including as a result of our lack of control of such investments; risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our loan facilities and agreements; our failure to obtain necessary debt and equity financing, and our dependence on external sources of capital; financial market fluctuations and changes in foreign currency exchange rates; adverse economic or real estate developments in our industry or the industry sectors that we sell to, including risks relating to decreasing real estate valuations and impairment charges and goodwill and other intangible asset impairment charges; our inability to manage our growth effectively; losses in excess of our insurance coverage; environmental liabilities and risks related to natural disasters; our inability to comply with rules and regulations applicable to our company; our failure to maintain our status as a REIT for federal income tax purposes; our operating partnership’s failure to qualify as a partnership for federal income tax purposes; restrictions on our ability to engage in certain business activities; and changes in local, state, federal and international laws and regulations, including related to taxation, real estate and zoning laws, and increases in real property tax rates. For a further list and description of such risks and uncertainties, see the reports and other filings by the company with the U.S. Securities and Exchange Commission, including the company’s Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018. 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.