S-4/A

S-4/A 1 d820721ds4a.htm S-4/A S-4/A

As filed with the Securities and Exchange Commission on January 7, 2020

Registration No. 333-235380

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DIGITAL REALTY TRUST, INC.

INTREPID I B.V.

(Exact name of registrant as specified in its charter)


Digital Realty Trust, Inc. Maryland		Intrepid I B.V. The Netherlands
(State or other jurisdiction of incorporation or organization)		(State or other jurisdiction of incorporation or organization)

6798		6798
(Primary Standard Industrial Classification Code Number)		(Primary Standard Industrial Classification Code Number)

26-0081711		Not applicable
(I.R.S. Employer Identification Number)		(I.R.S. Employer Identification Number)

Four Embarcadero Center, Suite 3200 San Francisco, California 94111 (415) 738-6500		Paul van Vlissingenstraat 16, 1096 BK Amsterdam, the Netherlands (415) 738-6500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Andrew P. Power

Chief Financial Officer

Digital Realty Trust, Inc.

Four Embarcadero Center, Suite 3200

San Francisco, California 94111

(415) 738-6500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Julian T.H. Kleindorfer, Esq.

Charles K. Ruck, Esq.

David M. Wheeler, Esq.

Latham & Watkins LLP

355 South Grand Avenue, Suite 100

Los Angeles, CA 90071-1560

Tel: (213) 485-1234

Fax: (213) 891-8763

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions to the closing of the transactions described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934, as amended. (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Issuer Third Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains:

•

a prospectus, which we refer to as the exchange offer prospectus, that will be used in connection with the offer by Digital Intrepid Holding B.V. (formerly known as DN 39J 7A B.V.), a private limited liability company organized under the laws of the Netherlands and an indirect subsidiary of DLR (as defined below), which we refer to as Buyer, to exchange each outstanding ordinary share, nominal value €0.10 per share, of InterXion Holding N.V., a Dutch public limited liability company organized under the laws of the Netherlands, which we refer to as INXN, for 0.7067 shares of common stock, par value $0.01 per share, of Digital Realty Trust, Inc., a Maryland corporation, which we refer to as DLR; and

•

a proxy statement/prospectus, which we refer to as a proxy statement/prospectus

•

that will be used in connection with the special meeting of stockholders of DLR being held on , 2020;

•

that constitutes a prospectus of DLR with respect to the shares of DLR common stock to be paid by Buyer to shareholders of INXN in connection with the transactions contemplated by the purchase agreement (as defined in the proxy statement/prospectus and the exchange offer prospectus);

•

that constitutes a prospectus of DLR with respect to the shares of DLR common stock to be allotted upon exchange of an exchangeable note in connection with the liquidation (as defined in the proxy statement/prospectus and the exchange offer prospectus); and

•

that constitutes a prospectus of Intrepid I B.V., a private limited liability company organized under the laws of the Netherlands and a direct subsidiary of Buyer, which we refer to as Intrepid I, with respect to the shares of Intrepid I to be allotted by Intrepid I to shareholders of INXN in connection with the legal merger, if effectuated, as contemplated by the purchase agreement (as defined in the proxy statement/prospectus and the exchange offer prospectus);

in each case, pursuant to the purchase agreement, dated as of October 29, 2019, among DLR, INXN and Buyer.

The proxy statement/prospectus and the exchange offer prospectus will be identical in all substantive respects, except that certain sections of the proxy statement/prospectus will be eliminated or replaced with alternative pages, or additional pages will be included, in the exchange offer prospectus, as set forth in the table below:


Proxy Statement/Prospectus		Exchange Offer Prospectus

Section	Page	Section	Page
Proxy Statement/Prospectus Cover Page	Front Cover	Exchange Offer Prospectus Cover Page	ALT-1
Notice of the DLR Special Meeting	Inside Cover	None	—
Questions and Answers — About the Special Meeting	1	Questions and Answers — About the Offer	ALT-5
Summary	12	Summary	ALT-14
The DLR Special Meeting	47	None	—
Other Information Regarding the Parties	None	Other Information Regarding the Parties	ALT-15

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

SUBJECT TO COMPLETION, DATED JANUARY 7, 2020

PROXY STATEMENT/PROSPECTUS

LOGO

The board of directors of Digital Realty Trust, Inc., which we refer to as DLR, has unanimously approved a purchase agreement, dated as of October 29, 2019, as it may be amended from time to time, which we refer to as the purchase agreement, by and among DLR, InterXion Holding N.V., a public limited liability company organized under the laws of the Netherlands, which we refer to as INXN, and Digital Intrepid Holding B.V. (formerly known as DN 39J 7A B.V.), a private limited liability company organized under the laws of the Netherlands and an indirect subsidiary of DLR, which we refer to as Buyer. Pursuant to the purchase agreement, Buyer shall commence an exchange offer, which we refer to as the offer, to purchase all of the outstanding ordinary shares, nominal value €0.10 per share, of INXN, which we refer to as the INXN shares, such references including fractional shares of INXN, nominal value €0.02 per fractional share, provided that a fractional share will be treated for purposes of the definition of INXN share as one-fifth (1/5^th) of an outstanding ordinary share, nominal value €0.10 per share, in exchange for 0.7067 shares of common stock of DLR, which we refer to as DLR common stock, per INXN share, which we refer to as the offer consideration. The offer will initially remain open until 4:00 p.m. (New York City time) on the day that is the later of (a) twenty-one business days after the commencement of the offer and (b) six business days after the date of the extraordinary general meeting of INXN discussed below, which we refer to as the EGM, and may be extended in accordance with the terms of the purchase agreement, which we refer to as the expiration time.

Buyer’s obligation to purchase INXN shares validly tendered and not properly withdrawn pursuant to the offer is subject to the satisfaction or waiver of various closing conditions, including (a) a number of INXN shares having been validly tendered and not properly withdrawn that would allow Buyer to acquire at least eighty percent (80%) of the outstanding INXN shares on a fully-diluted and as-converted basis at the closing of the offer, which we refer to as the minimum condition; provided DLR or Buyer may reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%); (b) certain required regulatory approvals shall have been received and be in full force and effect or their relevant waiting periods (and any extension thereof) shall have expired or been terminated, which we refer to collectively as the required approvals; (c) the absence of any applicable law or order of a governmental authority prohibiting, rendering illegal or enjoining the consummation of the offer or the other transactions contemplated by the purchase agreement; (d) the accuracy of the representations and warranties of INXN contained in the purchase agreement (subject to certain materiality standards); (e) INXN’s material compliance with its covenants contained in the purchase agreement; (f) there not having been a material adverse effect on INXN following the execution of the purchase agreement (subject to certain exceptions); (g) the resignation of certain existing members of the board of directors of INXN, which we refer to as the INXN board; (h) the adoption of resolutions at the EGM (or a subsequent EGM) providing for, among other things, the approval of a statutory Dutch legal triangular merger, the approval of a statutory Dutch legal demerger, the approval of an asset sale, the approval of the liquidation (as defined below), and the appointment of Buyer and DLR designees to the INXN board effective upon the closing, and receipt of the parent stockholder approval (as defined in the purchase agreement) at the parent stockholder meeting (as defined in the purchase agreement); (i) a certificate of INXN having been delivered to Buyer certifying as to the satisfaction of certain offer conditions; (j) the purchase agreement not having been terminated in accordance with its terms; (k) this proxy statement/prospectus having been declared effective by the Securities and Exchange Commission, which we refer to as the SEC, and a stop order suspending the effectiveness of this proxy statement/prospectus not having been issued; and (l) the shares of DLR common stock to be issued in connection with the offer having been approved for listing on the New York Stock Exchange, which we refer to as the NYSE. If Buyer makes a material change

in the terms of the offer or the information concerning the offer, or if it waives a material condition to the offer, including reducing the minimum condition, Buyer will disseminate additional offer materials and extend the offer by five or ten business days, to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. For example, if Buyer reduces the minimum condition, Buyer will disseminate additional offer materials and extend the offer by five business days as required by Rule 14d-4(d)(2)(i) under the Exchange Act.

The purchase agreement provides, among other things, that following the closing and expiration of the subsequent offering period provided in the purchase agreement, DLR and INXN and their respective subsidiaries, as applicable, shall effectuate or cause to be effectuated a corporate reorganization of INXN and its subsidiaries, which we refer to as the post-offer reorganization, which may comprise, at Buyer’s election, one or more of the actions described hereinafter. INXN shareholders that do not tender their shares in the offer will generally be subject to Dutch dividend withholding tax; provided, however, that holders of INXN shares who receive shares of DLR common stock or cash (including cash in lieu of fractional shares of DLR common stock) pursuant to the offer or in the compulsory acquisition, as applicable, generally will not be subject to Dutch dividend withholding tax. If DLR, Buyer and their affiliates own less than 95% (but at least 80%, unless reduced to a lower threshold by DLR or Buyer) of INXN’s issued and outstanding capital, the post-offer reorganization may be undertaken by means of, among other alternatives described in the purchase agreement, a Dutch legal triangular merger (followed promptly by a sale to Buyer or its designee of the sole outstanding share of the entity surviving the merger), which we refer to as the legal merger, a Dutch legal demerger (followed promptly by a sale to Buyer or its designee of the sole outstanding share of the new subsidiary acquiring INXN’s assets in the demerger), which we refer to as the legal demerger, or a sale of the assets of INXN to Buyer or its designated nominee, which we refer to as the asset sale, followed promptly, in each case, by a liquidation of INXN or Intrepid I B.V., which we refer to as Intrepid I, (as applicable), which we refer to as the liquidation. If DLR, Buyer and their affiliates acquire 95% or more of INXN’s issued and outstanding capital, the post-offer reorganization may be undertaken by the legal merger, the legal demerger or the asset sale, followed promptly, in each case, by the commencement of a compulsory acquisition by Buyer of shares from any remaining minority shareholders of INXN or Intrepid I (as applicable) in accordance with Section 2:92a of the Dutch Civil Code, which we refer to as the DCC, or, if applicable, Section 2:201a of the DCC, which we refer to as the compulsory acquisition. The legal merger, legal demerger, post-demerger share sale (as defined below), asset sale and liquidation are subject to approval by INXN’s shareholders at the EGM (or subsequent EGM, as applicable). Pursuant to a tender and support agreement, INXN’s chief executive officer, David C. Ruberg, who currently controls 1,013,000 INXN shares, has committed to vote his shares in favor of the legal merger, legal demerger, post-demerger share sale, asset sale and liquidation and certain other matters, including the election of at least five (5) director designees of DLR and Buyer to the INXN board effective as of the closing. If Buyer commences the liquidation, INXN or Intrepid I (as applicable) will be immediately dissolved in accordance with Sections 2:19 - 2:23b of the DCC and all non-tendering holders of INXN shares will ultimately receive, for each share then held, that number of shares of DLR common stock equal to the offer consideration, except that the receipt of shares of DLR common stock (and cash in lieu of fractional shares of DLR common stock) pursuant to the liquidation generally will be subject to applicable withholding taxes (including Dutch dividend withholding tax). If Buyer commences the compulsory acquisition, all non-tendering holders of INXN shares will receive, for each share then held, cash in an amount determined by the Enterprise Chamber of the Amsterdam Court of Appeals. It is expected that, following the closing of the offer and expiration of the subsequent offering period provided in the purchase agreement, INXN will no longer be a publicly traded company, the listing of the INXN shares on the NYSE will be terminated and the INXN shares will be deregistered under the Exchange Act, resulting in the cessation of INXN’s reporting obligations with respect to the INXN shares thereunder.

If, at the scheduled expiration time, any of the offer conditions have not been satisfied or waived by Buyer, Buyer must extend the offer on one or more occasions in consecutive periods of at least five business days and up to ten business days each (or such other duration as may be agreed to by Buyer and INXN) in order to permit the satisfaction of such offer conditions; provided, that Buyer may extend the offer for at least ten business days and up to twenty business days if it is not reasonably likely that, within such five to ten business day extension period, regulatory approval will be obtained, a legal restraint will not be removed, this proxy statement/prospectus will be declared effective and/or the DLR common stock to be issued in connection with the offer will

be approved for listing on the NYSE; provided further, that Buyer is not required or permitted to extend the offer on more than three occasions in consecutive periods of at least five business days or up to ten business days each if the sole unsatisfied condition is the minimum condition and that Buyer is not required to extend the offer beyond October 29, 2020; provided, further, that if INXN elects to hold a subsequent EGM, Buyer will extend the offer for six business days after the date of that subsequent EGM. Under the purchase agreement, if any of the resolutions of INXN that are a condition to closing are not approved and adopted at the EGM, a subsequent EGM may be held to obtain the approval of the remaining outstanding resolutions. Irrespective of whether INXN holds a subsequent EGM, following the time of acceptance for payment in connection with the offer, which we refer to as the acceptance time, Buyer shall provide a subsequent offering period, which we refer to as a subsequent offering period, in accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act).

In connection with the offer, DLR will hold a special meeting of DLR stockholders. At the DLR special meeting, DLR stockholders will be asked to vote on (i) a proposal to approve the issuance of shares of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards) and (ii) a proposal to approve one or more adjournments of the DLR meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

The record date for determining the stockholders entitled to receive notice of, and to vote at, the DLR special meeting is , 2020. The offer cannot be completed unless, among other matters, DLR stockholders approve the issuance of DLR common stock in connection with the offer by the affirmative vote of at least a majority of all votes cast on the proposal.

The board of directors of DLR, which we refer to as the DLR board, has unanimously (i) determined and declared that the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, including the issuance of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement, are advisable and in the best interests of DLR and its stockholders, (ii) approved the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, and (iii) authorized and approved the issuance of shares of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards). The DLR board unanimously recommends that DLR stockholders vote FOR the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards), and FOR the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

This proxy statement/prospectus contains important information about DLR, INXN, the offer, the purchase agreement and the DLR special meeting. This document is also a prospectus for shares of DLR common stock that will be issued, and paid by Buyer to INXN shareholders, pursuant to the purchase agreement. We encourage you to read this proxy statement/prospectus carefully before voting, including the section entitled “Risk Factors” beginning on page 32.

Your vote is very important, regardless of the number of shares of DLR common stock you own. Whether or not you plan to attend the DLR special meeting, please submit a proxy to vote your shares as promptly as possible to make sure that your shares of DLR common stock are represented at the applicable special meeting. Please review this proxy statement/prospectus for more complete information regarding the offer and the DLR special meeting.

Sincerely,

LOGO

A. William Stein

Chief Executive Officer

Digital Realty Trust, Inc.

Neither the Securities and Exchange Commission, nor any state securities regulatory authority has approved or disapproved of the offer or the securities to be issued under this proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

European Economic Area

In relation to each state which is a party to the agreement, which we refer to as a relevant member state, relating to the European Economic Area, with effect from and including the date on which the Prospectus Regulation entered into effect in that relevant member state, the offer to purchase all of the INXN shares in exchange for 0.7067 shares of DLR common stock for each INXN share contemplated by this prospectus, is not made in that relevant member state, except to persons that are qualified investors as defined in the Prospectus Regulation and certain eligible employees of INXN.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of DLR common stock in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offering and any shares of DLR common stock to be offered so as to enable an investor to decide to exchange INXN shares for shares of DLR common stock and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 and includes any relevant delegated regulations.

This proxy statement/prospectus is dated , 2020, and is first being mailed to DLR stockholders on or about , 2020.

LOGO

DIGITAL REALTY TRUST, INC.

Four Embarcadero Center, Suite 3200

San Francisco, CA 94111 (415) 738-6500

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON , 2020

To the Stockholders of Digital Realty Trust, Inc.:

A special meeting of the stockholders of Digital Realty Trust, Inc., a Maryland corporation, which we refer to as DLR, will be held at Four Embarcadero Center, Suite 3200, San Francisco, CA 94111 on , 2020, commencing at 10:30 a.m., local time, for the following purposes:

to consider and vote on a proposal to approve the issuance of shares of DLR common stock to be paid by Digital Intrepid Holding B.V. (formerly known as DN 39J 7A B.V.), a private limited liability company organized under the laws of the Netherlands and an indirect subsidiary of DLR, which we refer to as Buyer, to the shareholders of InterXion Holding N.V., a public limited liability company organized under the laws of the Netherlands, which we refer to as INXN, in connection with the transactions (including the offer, post-offer reorganization and settlement of INXN equity-based awards) contemplated by the purchase agreement, dated as of October 29, 2019, as it may be amended from time to time, which we refer to as the purchase agreement, by and among DLR, INXN and Buyer (a copy of the purchase agreement is attached as Annex A to the proxy statement/prospectus accompanying this notice); and

to consider and vote on a proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

DLR does not expect to transact any other business at the DLR special meeting or any adjournment or postponement thereof. Please refer to the attached proxy statement/prospectus for further information with respect to the business to be transacted at the DLR special meeting. The board of directors of DLR, which we refer to as the DLR board, has fixed the close of business on , 2020 as the record date for determination of DLR stockholders entitled to receive notice of, and to vote at, the DLR special meeting and any adjournments or postponement of the DLR special meeting. Only holders of record of DLR common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the DLR special meeting.

Approval of the proposal to approve the issuance of shares of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards) requires the affirmative vote of at least a majority of all votes cast on the proposal subject to the presence of a quorum. Although an abstention is not considered a vote cast under Maryland law, if you abstain from voting on the proposal to approve the issuance of shares of DLR common stock in connection with transactions contemplated by the purchase

agreement, this will have the same effect as a vote by you against the approval of such proposal under the rules of the New York Stock Exchange. The offer cannot be completed without the approval by DLR’s stockholders of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

Approval of the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement requires the affirmative vote of a majority of all votes cast on such proposal subject to the presence of a quorum.

The DLR board has unanimously (i) determined and declared that the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, including the issuance of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement, are advisable and in the best interests of DLR and its stockholders, (ii) approved the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, and (iii) authorized and approved the issuance of shares of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards). The DLR board unanimously recommends that DLR stockholders vote FOR the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards), and FOR the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the special meeting, please submit a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the DLR special meeting. If DLR stockholders of record return properly executed proxies but do not indicate how their shares of DLR common stock should be voted on a proposal, the shares of DLR common stock represented by their properly executed proxy will be voted as the DLR board recommends and therefore:

FOR the proposal to approve the issuance of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards); and

FOR the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

Even if you plan to attend the DLR special meeting in person, we urge you to submit your proxy as promptly as possible by (1) accessing the Internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card or (3) completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope prior to the DLR special meeting to ensure that your shares of DLR common stock will be represented and voted at the DLR special meeting.

To submit a proxy, complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or, if the option is available to you, call the toll-free telephone number listed on your proxy card or use the Internet as described in the instructions on the enclosed proxy card to submit your proxy. Submitting a proxy will assure that your vote is counted at the special meeting if you do not attend in person. If your shares of DLR common stock are held in “street name” by your broker or other nominee, only your broker or other nominee can vote your shares of DLR common stock and the vote cannot be cast unless you provide instructions to your broker or other nominee on how to vote or obtain a legal proxy from your broker or other nominee. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares of DLR common stock. You may revoke your proxy at any time before it is voted. Please review the proxy statement/prospectus accompanying this notice for more complete information regarding the offer and the DLR special meeting.

This notice and the enclosed proxy statement/prospectus are first being mailed to DLR’s stockholders on or about , 2020.

By Order of the Board of Directors of Digital Realty Trust, Inc.,

LOGO

Joshua A. Mills

Executive Vice President, General Counsel and Secretary

San Francisco, California

, 2020

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about DLR, Intrepid I and INXN from other documents that are not included in or delivered with this proxy statement/prospectus. See “Where You Can Find More Information and Incorporation by Reference” beginning on page 183.

Documents incorporated by reference are also available to DLR stockholders without charge upon written or oral request. You can obtain any of these documents by requesting them in writing or by telephone from DLR or Intrepid I at the following address and telephone number.

Digital Realty Trust, Inc.

Intrepid I B.V.

Four Embarcadero Center, Suite 3200

San Francisco, California 94111

Attention: Investor Relations

(415) 848-9311

www.digitalrealty.com

Paul van Vlissingenstraat 16, 1096 BK

Amsterdam, the Netherlands

(415) 738-6500

To receive timely delivery of the requested documents in advance of the applicable special meeting, you should make your request no later than , 2020.

ABOUT THIS DOCUMENT

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed by DLR (File No. 333- 235380) with the Securities and Exchange Commission, which we refer to as the SEC, constitutes a prospectus of DLR for purposes of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of DLR common stock to be paid by Buyer to INXN shareholders in exchange for outstanding INXN shares pursuant to the purchase agreement. This proxy statement/prospectus also constitutes an offer to exchange for DLR for purposes of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. In addition, it constitutes a notice of meeting and proxy statement with respect to the DLR special meeting.

You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated , 2020. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than that date. Neither our mailing of this proxy statement/prospectus to DLR stockholders nor the issuance by DLR of shares of its common stock to be paid by Buyer to INXN shareholders pursuant to the purchase agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding DLR has been provided by DLR and information contained in this proxy statement/prospectus regarding INXN has been provided by INXN.

After the registration statement, of which this proxy statement/prospectus is a part, is declared effective by the SEC, DLR intends to cause Buyer to file a tender offer statement on Schedule TO with the SEC and soon thereafter, INXN intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the exchange offer. The solicitation and offer to purchase INXN shares will only be made pursuant to the Schedule TO and related exchange offer prospectus. This document does not contain all of the information in the Schedule TO or the Schedule 14D-9, or the exhibits thereto. Before making any decision with respect to the exchange offer, INXN shareholders are encouraged to read the Schedule TO (including the exchange offer prospectus,

related letter of transmittal and other offer documents) and Schedule 14D-9, as each may be amended or supplemented from time to time, and other relevant documents filed by DLR, Intrepid I, Buyer and INXN with the SEC carefully when they become available because they will contain important information about the proposed transactions, including, with respect to the Schedule 14D-9, INXN’s background of the offer, the reasons for the recommendation of INXN’s board of directors and the opinions of INXN’s financial advisors. Investors will be able to obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended from time to time, and other relevant documents filed by DLR, Intrepid I, Buyer and INXN with the SEC (when they become available) at http://www.sec.gov, the SEC’s website, or free of charge from DLR’s website (http://www.digitalrealty.com) or by contacting DLR’s Investor Relations Department at (415) 848-9311. These documents will also be available free of charge from INXN’s website (http://www.interxion.com) or by contacting INXN’s Investor Relations Department at (813) 644-9399.

European Economic Area

TABLE OF CONTENTS


	Page

QUESTIONS AND ANSWERS		1

SUMMARY		12

The Companies		12
The Offer and the Purchase Agreement		13
The Tender and Support Agreement		14
Recommendation of the DLR Board of Directors		14
Summary of Risks Related to the Transactions		14
The DLR Special Meeting; Stockholders Entitled to Vote; Vote Required		15
Opinion of DLR’s Financial Advisor		16
Directors and Management of DLR and INXN or Intrepid I, As Applicable, Following the Post-Offer Reorganization		16
Interests of DLR’s Directors and Executive Officers in the Offer		17
Treatment of INXN Equity Awards		17
Extension of the Offer Period		17
Subsequent Offering Period		18
The Post-Offer Reorganization		18
No Stockholder Appraisal Rights in the Offer		19
Conditions to Closing of the Offer		20
Regulatory Approvals Required for the Offer		20
No Solicitation and Adverse Change in Recommendation		21
Termination of the Purchase Agreement		21
Termination Compensation and Expenses		22
Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares		23
Material Dutch Income Tax Consequences of the Offer and the Post-Offer Reorganization for Holders of INXN Shares		23
Material Dutch Dividend Withholding Tax Consequences of the Post-Offer Reorganization		23
Accounting Treatment of the Transactions		24
Comparison of Rights of DLR Stockholders and INXN Shareholders		24
Selected Historical Financial Information of DLR		24
Selected Historical Financial Information of INXN		26
Selected Unaudited Pro Forma Consolidated Financial Information		27
Unaudited Comparative Per Share Information		28
Comparative DLR and INXN Market Price and Dividend Information		29

RISK FACTORS		32

Risks Related to the Offer		32
Risks Related to DLR Following the Transactions		36
Risks Related to an Investment in DLR Common Stock Following the Offer		38

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		43

THE COMPANIES		45

THE DLR SPECIAL MEETING		47

Date, Time, Place and Purpose of the DLR Special Meeting		47
Recommendation of the DLR Board of Directors		47
DLR Record Date; Who Can Vote at the DLR Special Meeting		47
Required Vote; Quorum		47
Abstentions and Broker Non-Votes		48


	Page
Manner of Submitting Proxy		48
Shares Held in “Street Name”		49
Revocation of Proxies or Voting Instructions		49
Tabulation of Votes		49
Solicitation of Proxies; Payment of Solicitation Expenses		50

PROPOSALS SUBMITTED TO DLR STOCKHOLDERS		51

Common Stock Issuance Proposal		51
Recommendation of the DLR Board of Directors		51
DLR Adjournment Proposal		51
Recommendation of the DLR Board of Directors		51
Other Business		52

THE OFFER		53

General		53
Background of the Offer		53
Recommendation of the DLR Board of Directors and Its Reasons for the Offer		58
Reasons for the Recommendation of the INXN Board of Directors		61
Opinion of DLR’s Financial Advisor		61
Certain DLR Unaudited Prospective Financial Information		68
Certain INXN Unaudited Prospective Financial Information		71
Directors and Management of DLR and INXN or Intrepid I, As Applicable, Following The Post-Offer Reorganization		74
Interests of DLR’s Directors and Executive Officers in the Offer		74
Security Ownership of DLR’s Directors and Executive Officers and Current Beneficial Owners		74
Voting by INXN’s Directors and Executive Officers		76
Offer Consideration		77
Treatment of INXN Equity Awards		77
Procedures for Tendering		80
No Guaranteed Delivery		80
Effect of Tenders		81
Determination of Validity		81
Extension of the Offer Period		81
Subsequent Offering Period		82
The Post-Offer Reorganization		82
Withdrawal Rights		83
Appraisal Rights		84
Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares		84
Material Dutch Income Tax Consequences of the Offer and the Post-Offer Reorganization for Holders of INXN Shares		87
Material Dutch Dividend Withholding Tax Consequences of the Post-Offer Reorganization		90
Accounting Treatment of the Transactions		91
Listing of DLR Common Stock		91
Restriction on Resales of Shares of DLR Common Stock Received in the Offer		91


	Page

THE PURCHASE AGREEMENT		92

The Offer		92
The Post-Offer Reorganization		94
Representations and Warranties		100
Definition of “Material Adverse Effect”		102
Covenants and Agreements		103
Conditions to Closing of the Offer		120
Termination of the Purchase Agreement		121
Miscellaneous Provisions		124

THE TENDER AND SUPPORT AGREEMENT		126

DESCRIPTION OF DLR CAPITAL STOCK		127

General		127
Common Stock		127
6.625% Series C Cumulative Redeemable Perpetual Preferred Stock		131
5.875% Series G Cumulative Redeemable Preferred Stock		133
6.350% Series I Cumulative Redeemable Preferred Stock		135
5.250% Series J Cumulative Redeemable Preferred Stock		138
5.850% Series K Cumulative Redeemable Preferred Stock		140
5.200% Series L Cumulative Redeemable Preferred Stock		142

DESCRIPTION OF INTREPID I SHARES		145

COMPARISON OF RIGHTS OF THE DLR STOCKHOLDERS AND THE INXN SHAREHOLDERS		147

STOCKHOLDER PROPOSALS		180

2020 DLR Annual Meeting of Stockholders		180

LEGAL MATTERS		181

EXPERTS		182

WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE		183

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		186

Annex A - Purchase Agreement		A-1

Annex B - Tender and Support Agreement		B-1

Annex C - Opinion, dated October 29, 2019, of BofA Securities, Inc.		C-1

Annex D - Form of Post-Merger Articles of Association of Intrepid I B.V.		D-1

iii

QUESTIONS AND ANSWERS

The following are answers to some questions that DLR stockholders may have regarding the proposed transaction between DLR and INXN. DLR urges you to read carefully this entire proxy statement/prospectus, including the Annexes, and the documents incorporated by reference into this proxy statement/prospectus, because the information in this section does not provide all the information that might be important to you.

Unless stated otherwise, all references in this proxy statement/prospectus to:

•

the “asset sale” are to a sale of the assets of INXN to Buyer or its designated nominee;

•

“Buyer” are to Digital Intrepid Holding B.V. (formerly known as DN 39J 7A B.V.), a private limited liability company organized under the laws of the Netherlands and an indirect subsidiary of DLR;

•

the “compulsory acquisition” are to a compulsory acquisition by Buyer of shares from any remaining minority shareholders in INXN or stockholders in Intrepid I (as applicable) in accordance with Section 2:92a of the DCC, or, if applicable, Section 2:201a of the DCC;

•

the “DCC” are to the Dutch Civil Code;

•

“DLR” are to Digital Realty Trust, Inc., a Maryland corporation;

•

the “DLR board” are to the board of directors of DLR;

•

“DLR common stock” are to the common stock of DLR, $0.01 par value per share;

•

“DLR OP” are to Digital Realty Trust, L.P., a Maryland limited partnership;

•

the “end date” are to October 29, 2020;

•

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•

“Intrepid I” are to Intrepid I B.V., a private limited liability company organized under the laws of the Netherlands and a direct subsidiary of Buyer;

•

“Intrepid II” are to Intrepid II B.V., a private limited liability company organized under the laws of the Netherlands and an indirect subsidiary of Buyer;

•

“INXN” are to InterXion Holding N.V., a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands;

•

the “INXN shares” are to the outstanding ordinary shares, nominal value €0.10 per share, of INXN, such references including fractional shares of INXN, nominal value €0.02 per fractional share, provided that a fractional share will be treated for purposes of the definition of INXN shares as one-fifth (1/5^th) of an outstanding ordinary share, nominal value €0.10 per share;

•

the “legal merger” are to a Dutch legal triangular merger (which will be followed promptly by the post-merger share sale);

•

the “legal demerger” are to a Dutch legal demerger (which will be followed promptly by the post-demerger share sale);

•

the “liquidation” are to a liquidation of INXN or Intrepid I, as applicable;

•

the “NYSE” are to the New York Stock Exchange;

•

the “offer” are to an exchange offer by Buyer to purchase all INXN shares;

•

the “offer consideration” are to the exchange of 0.7067 shares of DLR common stock for each INXN share;

•

the “purchase agreement” are to the purchase agreement, dated as of October 29, 2019, by and among DLR, INXN and Buyer, as it may be amended from time to time, a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference;

•

the “post-demerger share sale” are to the sale of the sole outstanding share in the capital of SplitCo by INXN to Buyer or its designated nominee;

•

the “post-merger share sale” are to the sale of the sole outstanding share in the capital of Intrepid II by Intrepid I to Buyer or its designated nominee;

•

the “post-offer reorganization” are to the corporate reorganization of INXN and its subsidiaries that DLR and INXN and their respective subsidiaries, as applicable, shall effectuate or cause to be effectuated, following the closing and expiration of the subsequent offering period provided in the purchase agreement, and which, at Buyer’s election, may be undertaken by means of the legal merger, legal demerger or asset sale, promptly followed, in each case, by the liquidation or the compulsory acquisition, as applicable;

•

the “SEC” are to the U.S. Securities and Exchange Commission;

•

“SplitCo” are to a newly incorporated Dutch entity, to be incorporated at the occasion of the legal demerger, being a wholly owned subsidiary of INXN; and

•

“Securities Act” are to the Securities Act of 1933, as amended.

Q:	What is the proposed transaction?

INXN, DLR and Buyer have entered into the purchase agreement to combine their businesses to create a leading global provider of data center, colocation and interconnection solutions, pursuant to which, among other things, (i) Buyer shall commence the offer to purchase all of the INXN shares, in exchange for 0.7067 shares of DLR common stock per INXN share, and (ii) DLR and INXN and their respective subsidiaries, as applicable, shall effectuate or cause to be effectuated the post-offer reorganization. Upon completion of the transactions contemplated by the purchase agreement, INXN shareholders will own approximately 20% of the outstanding common stock of DLR. For more information, see “The Purchase Agreement — The Post Offer Reorganization” beginning on page 94.

Q:	What will happen in the proposed transaction?

Pursuant to the purchase agreement, DLR, Buyer and INXN have agreed (subject to the terms and conditions of the purchase agreement) that Buyer shall commence an exchange offer to purchase any and all of the outstanding INXN shares in exchange for the offer consideration. Upon the closing of the offer, and subject to the satisfaction or waiver of the various closing conditions, Buyer shall purchase each INXN share validly tendered and not properly withdrawn in exchange for the offer consideration, with cash paid in lieu of any fractional shares, without interest. Further, at the time of the closing of the offer, subject to applicable withholding taxes and in each case, as described in more detail below under “The Offer — Treatment of INXN Equity Awards” beginning on page 77:

•

(i) each outstanding INXN restricted share held by a non-employee director of INXN, shall be cancelled and converted into the right to receive the offer consideration and (ii) each INXN restricted share that is outstanding as of immediately prior to the closing of the offer and that is held by a person other than a non-employee director of INXN shall be assumed by DLR and converted into 0.7067 restricted stock units covering shares of DLR common stock, which we refer to as DLR RSUs.

•

(i) each outstanding award of INXN performance shares will be deemed to have satisfied the performance condition applicable thereto as follows: (A) with respect to INXN performance shares subject to a performance period that has been completed prior to the closing, at actual performance attained for such performance period and (B) with respect to INXN performance shares subject to a performance period that has not been completed as of the closing, at (x) 150% or 100% of target with respect to the awards of performance shares held by David C. Ruberg, the executive director of INXN, and (y) 150% or 115% of target with respect to awards of performance shares held by members of

INXN’s senior management team other than the executive director of INXN; and (ii) each such performance share that is deemed to satisfy the performance condition shall be assumed by DLR and converted into 0.7067 DLR RSUs.

•

each outstanding INXN stock option (whether or not then vested or exercisable) shall be cancelled and converted into the right to receive the offer consideration with respect to a number of shares equal to (i) the product of (A) the total number of INXN shares subject to such stock option immediately prior to the closing of the offer multiplied by (B) the excess, if any, of (x) the value of the offer consideration (calculated as the volume weighted average price per share of DLR common stock for ten consecutive trading days ending on the third trading day prior to the closing multiplied by the exchange ratio of 0.7067) over (y) the per share exercise price of such INXN stock option, divided by (ii) the value of the offer consideration.

•

each outstanding award of INXN shares granted under INXN’s YourShare Plan that is subject to a holding period will be converted into a number of shares of DLR common stock equal to the product of (i) the number of shares underlying such INXN YourShare award immediately prior to the closing multiplied by (ii) the exchange ratio of 0.7067.

Following the closing of the offer, DLR and INXN and their respective subsidiaries, as applicable, shall effectuate or cause to be effectuated the post-offer reorganization. The post-offer reorganization will utilize processes available to Buyer under Dutch law aimed at ensuring that Buyer or one of its affiliates becomes the owner of all or substantially all of INXN’s business operations from and after the consummation of such post-offer reorganization.

For more information, see “Summary — The Offer and the Purchase Agreement” beginning on page 13, “The Purchase Agreement — The Post-Offer Reorganization” beginning on page 94 “The Offer — Interests of DLR’s Directors and Executive Officers in the Offer” beginning on page 74 and “The Offer — Offer Consideration” beginning on page 77 and “The Offer — Treatment of INXN Equity Awards” beginning on page 77.

Q:	How will DLR stockholders be affected by the offer and the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement?

After the completion of the transactions contemplated by the purchase agreement, each DLR stockholder will continue to own the shares of DLR common stock that the stockholder held immediately prior to the consummation of any such transactions. As a result, each DLR stockholder will own shares of common stock in a larger company with more assets and more liabilities. However, because DLR will be issuing new shares of DLR common stock, which Buyer will pay to INXN shareholders in exchange for their INXN shares, and INXN restricted shares, INXN performance shares, INXN stock options and INXN shares granted under INXN’s YourShare Plan will be converted into DLR RSUs or shares of DLR common stock, as applicable, each outstanding share of DLR common stock immediately prior to the transactions will represent a smaller percentage of the aggregate number of shares of DLR common stock outstanding after the transactions. Upon completion of the transactions contemplated by the purchase agreement, we estimate that continuing DLR stockholders will own approximately 80% of the issued and outstanding common stock of DLR, and former INXN shareholders will own approximately 20% of the issued and outstanding common stock of DLR.

Q:	What happens if the market price of shares of DLR common stock or INXN shares changes before the closing of the offer?

No change will be made to the exchange ratio of 0.7067 if the market price of shares of DLR common stock or INXN shares changes before the time of the closing of the offer. As a result, the value of the consideration to be received by INXN shareholders in the offer will increase or decrease depending on the market price of shares of DLR common stock at the closing of the offer. The receipt of shares of DLR

common stock (or cash in lieu of fractional shares of DLR common stock) pursuant to the liquidation (rather than the offer) generally will be subject to a 15% Dutch dividend withholding tax under the Dividend Withholding Tax Act 1965 to the extent the liquidation distribution (as defined herein) exceeds the recognized average paid up capital for Dutch dividend withholding tax purposes of the INXN shares or Intrepid I shares (as applicable).

Q:	Why am I receiving this proxy statement/prospectus?

The DLR board is using this proxy statement/prospectus to solicit proxies of DLR stockholders in connection with the purchase agreement and the offer. The offer cannot be completed unless the holders of DLR common stock vote to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

DLR will hold a special meeting of its stockholders to obtain their approval and to consider other proposals as described elsewhere in this proxy statement/prospectus.

This proxy statement/prospectus contains important information about the offer and the other proposals being voted on at the special meeting of DLR stockholders and you should read it carefully. The enclosed voting materials allow you to vote your shares of DLR common stock without attending the special meeting.

This proxy statement/prospectus will be used in connection with the offer by DLR to exchange each INXN share for 0.7067 shares of common stock, par value $0.01 per share, of DLR and:

•

will be used in connection with the special meeting of stockholders of DLR being held on , 2020;

•

constitutes a prospectus of DLR with respect to the shares of DLR common stock to be paid by Buyer to shareholders of INXN in connection with the transactions contemplated by the purchase agreement (as defined in the proxy statement/prospectus and the exchange offer prospectus);

•

constitutes a prospectus of DLR with respect to the shares of DLR common stock to be allotted upon exchange of an exchangeable note in connection with the liquidation (as defined in the proxy statement/prospectus and the exchange offer prospectus); and

•

constitutes a prospectus of Intrepid I, with respect to the Intrepid I shares to be allotted by Intrepid I to shareholders of INXN in connection with the transactions contemplated by the purchase agreement (as defined in the proxy statement/prospectus and the exchange offer prospectus).

Your vote is important. You are encouraged to submit your proxy as promptly as possible.

Q:	Am I being asked to vote on any other proposals at the special meetings in addition to the offer proposal?

At the DLR special meeting, DLR stockholders will be asked to consider and vote upon the following additional proposal: to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

Q:	Why is DLR proposing the offer?

In evaluating the purchase agreement and related offer, the DLR board consulted with its legal and financial advisors and DLR’s management and, after consideration, the DLR board has unanimously determined and declared that the purchase agreement, the offer and the other transactions contemplated by the purchase agreement, including the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement, are advisable and in the best interests of DLR and its stockholders. The DLR board has unanimously approved the purchase agreement, the offer and the other transactions contemplated by the purchase agreement, including the issuance of DLR common stock to be paid by Buyer

to INXN shareholders in connection with the transactions contemplated by the purchase agreement. See “The Offer — Recommendation of the DLR Board of Directors and Its Reasons for the Offer” on page 58 for more information.

Q:	Who will be the board of directors and management of DLR and INXN or Intrepid I, as applicable, following the Post-Offer Reorganization?

As of the closing, the board of directors of DLR will consist of ten members, with the nine current DLR directors, Laurence A. Chapman, Michael A. Coke, Kevin J. Kennedy, William G. LaPerch, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse, Dennis E. Singleton and A. William Stein, continuing as directors of DLR. In addition, INXN will designate one of the current members of its board of directors to join the board of directors of DLR as of the closing. All directors will serve until the next annual meeting of the stockholders of DLR (and until their successors have been duly elected and qualify).

The executive officers of DLR immediately prior to the effective time of the post-offer reorganization will continue to serve as the executive officers of DLR, with A. William Stein continuing to serve as the Chief Executive Officer of DLR. See “The Offer — Directors and Management of DLR and INXN or Intrepid I, As Applicable, Following the Post-Offer Reorganization” on page 74 for more information.

From the effectuation of the closing, in case of INXN, or the legal merger, in case of Intrepid I, until the completion of the liquidation distribution by INXN or Intrepid I (as applicable) or the compulsory acquisition in respect of INXN or Intrepid I (as applicable), the board of directors of INXN or Intrepid I, as applicable, will consist of at least seven members, at least five of whom have been designated by DLR and Buyer and two of whom are current non-executive directors of INXN, or if such current non-executive directors of INXN are not available, replacement directors, designated as non-executive directors by INXN and Buyer by mutual written agreement and who will at all times be independent from DLR and Buyer and will at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code.

Q:	Will DLR continue to pay dividends or distributions prior to the closing of the offer?

Yes.

The purchase agreement permits the authorization and payment by DLR of regular quarterly dividends and by DLR OP of regular quarterly distributions, payable in accordance with past practice.

Q:	When and where is the special meeting of the DLR stockholders?

A:	The DLR special meeting will be held at Four Embarcadero Center, Suite 3200, San Francisco, CA 94111 on , 2020 commencing at 10:30 a.m., local time.

Q:	Who can vote at the special meetings?

All holders of DLR common stock of record as of the close of business on , 2020, the record date for determining stockholders entitled to notice of and to vote at the DLR special meeting, are entitled to receive notice of and to vote at the DLR special meeting. As of the record date, there were shares of DLR common stock outstanding and entitled to vote at the DLR special meeting, held by approximately holders of record. Each share of DLR common stock is entitled to one vote on each proposal presented at the DLR special meeting.

Q:	What constitutes a quorum?

A:	DLR’s bylaws provide that a quorum for a stockholder meeting consists of the presence, in person or by proxy, of stockholders entitled to cast a majority of votes entitled to be cast at the meeting on any matter.

Shares that are voted, in person or by proxy, and shares abstaining from voting are treated as present at the DLR special meeting for purposes of determining whether a quorum is present.

Q:	What vote is required to approve the proposals?

A:	Approval of the proposal to issue shares of DLR common stock in connection with the offer requires the affirmative vote of a majority of all votes cast on such proposal.

Approval of the proposal to adjourn the DLR special meeting one or more times to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement requires the affirmative vote of a majority of all votes cast on such proposal.

Q:	How does the DLR board recommend that DLR stockholders vote on the proposals?

After careful consideration, the DLR board has unanimously (i) determined and declared that the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, including the issuance of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement, are advisable and in the best interests of DLR and its stockholders, (ii) approved the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, and (iii) authorized and approved the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards). The DLR board unanimously recommends that DLR stockholders vote FOR the proposal to approve the issuance of shares of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards), and FOR the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in the connection with the transactions contemplated by the purchase agreement.

For a more complete description of the recommendation of the DLR board, see “The Offer —Recommendation of the DLR Board of Directors and Its Reasons for the Offer” beginning on page 58.

Q:	Do any of DLR’s executive officers or directors have interests in the offer that may differ from those of DLR stockholders?

A:	None of DLR’s executive officers or members of the DLR board is party to an arrangement with DLR, or participates in any DLR plan, program or arrangement, that provides such executive officer or board member with financial incentives that are contingent upon the consummation of the transactions.

Q:	Are there any conditions to closing of the offer that must be satisfied for the offer to be completed?

In addition to the approval of the DLR stockholders of the issuance of DLR common stock to be paid by Buyer to INXN shareholders in the transactions contemplated by the purchase agreement and a number of shares having been validly tendered and not properly withdrawn that would allow Buyer to acquire at least eighty percent (80%), or if reduced by DLR or Buyer, sixty-six and two-thirds percent (66 2/3%), of the outstanding INXN shares on a fully-diluted and as-converted basis at the closing of the offer, there are a number of customary conditions that must be satisfied or waived before Buyer is obligated to purchase INXN shares validly tendered and not properly withdrawn pursuant to the offer. For a description of all the conditions to the offer, see “The Purchase Agreement — Conditions to Closing of the Offer” beginning on page 120.

Q:	Are there risks associated with the offer that I should consider in deciding how to vote?

A:	Yes. There are a number of risks related to the offer that are discussed in this proxy statement/prospectus described in the section entitled “Risk Factors” beginning on page 32.

Q:	If my shares of DLR common stock are held in “street name” by my broker or other nominee, will my broker or other nominee vote my shares of DLR common stock for me? What happens if I do not vote for a proposal?

Unless you instruct your broker or other nominee how to vote your shares of DLR common stock held in street name, your shares will NOT be voted. This is referred to as a “broker non-vote.” If you hold your shares of DLR common stock in a stock brokerage account or if your shares are held by a broker or other nominee (that is, in street name), in order for your shares to be present and voted at the DLR special meeting, you must provide your broker or other nominee with instructions on how to vote your shares.

If you are a DLR stockholder, abstentions will be counted in determining the presence of a quorum, but broker non-votes will not be counted in determining the presence of a quorum. Although an abstention is not considered a vote cast under Maryland law, abstentions will have the same effect as votes AGAINST the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement under the rules of the NYSE. Broker non-votes will not be counted as votes cast on such proposal and therefore will have no effect on the outcome of the proposal as long as a quorum is present. Abstentions will have no effect on the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement. Broker non-votes will also have no effect on such proposal.

Q:	Will my rights as a stockholder of DLR change as a result of the offer?

A:	The rights of DLR stockholders will be unchanged as a result of the offer.

Q:	When is the offer expected to be completed?

DLR expects to complete the offer as soon as reasonably practicable following satisfaction of all of the required conditions. If DLR stockholders approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement, and if the other conditions to closing the offer are satisfied or waived, it is currently expected that the offer will be completed in 2020. However, there is no guarantee that the conditions to the offer will be satisfied or that the offer will close.

Q:	What are the anticipated U.S. federal income tax consequences of the offer and the post-offer reorganization to U.S. holders of INXN shares?

exchanged. See the information under “The Offer — Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares” beginning on page 84 for a discussion of material U.S. federal income tax consequences of the offer and the post-offer reorganization to U.S. holders of INXN shares. Non-U.S. holders of INXN shares should consult their tax advisors regarding the tax consequences of the offer and the post-offer reorganization to such holders.

Q:	What are the anticipated Dutch income tax consequences of the offer and the post-offer reorganization?

Holders of INXN shares that are subject to Dutch income tax generally will be required to include in their taxable income any benefits derived or deemed to be derived from the INXN shares, including any capital gains realized on any disposal of the INXN shares, including as a result of tendering their INXN shares pursuant to the offer or as a result of the post-offer reorganization or will be subject to annual income tax imposed on a fictitious yield on the INXN shares under the regime for savings and investments. See the information under “The Offer — Material Dutch Income Tax Consequences of the Offer and the Post-Offer Reorganization for Holders of INXN Shares” beginning on page 87 for a discussion of material Dutch income tax consequences of the offer and the post-offer reorganization to holders of INXN shares. INXN shareholders should consult their own tax advisors regarding the Dutch or local tax consequences of the offer and the post-offer reorganization to such holders.

Q:	What are the anticipated Dutch dividend withholding tax consequences of the post-offer reorganization?

Holders of INXN shares who receive shares of DLR common stock (and cash in lieu of fractional shares of DLR common stock) pursuant to the liquidation (rather than the offer) generally will be subject to Dutch dividend withholding tax under the Dividend Withholding Tax Act 1965. Under Dutch law, the liquidation distribution generally will be subject to a 15% Dutch dividend withholding tax to the extent it exceeds the recognized average paid up capital for Dutch dividend withholding tax purposes of the INXN shares or of the Intrepid I shares (as applicable). In respect of the liquidation distribution to the non-tendering holders of INXN shares the exchange agent, acting as agent of INXN or Intrepid I (as applicable) in their capacity as withholding agent, will not apply any reductions of, or exemptions from, Dutch dividend withholding tax at source based on any treaty for the avoidance of double taxation and any regulations for claiming relief thereunder or otherwise and accordingly the non-tendering holders of INXN shares are solely responsible for timely claiming any such relief if and where applicable. INXN shareholders should consult their own tax advisors regarding the Dutch or local tax consequences of the offer and the post-offer reorganization to such holders. Holders of INXN shares who receive shares of DLR common stock or cash (including cash in lieu of fractional shares of DLR common stock) pursuant to the offer or in the compulsory acquisition, as applicable, generally will not be subject to Dutch dividend withholding tax.

See “The Offer — Material Dutch Dividend Withholding Tax Consequences of the Post-Offer Reorganization” beginning on page 90.

Q:	Are INXN shareholders entitled to appraisal rights?

A:	INXN shareholders are not entitled to exercise appraisal rights in connection with the offer.

However, pursuant to Dutch law, a shareholder who for its own account (or together with its group companies) owns at least 95% of the company’s issued capital may institute proceedings against the company’s other shareholders jointly for the transfer of their shares to that shareholder. The proceedings are held before the Enterprise Court of the Amsterdam Court of Appeal, which may grant the claim for squeeze-out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Court on the value of the shares to be transferred. As part of the post-offer reorganization, Buyer may initiate such proceedings.

See “The Offer — Appraisal Rights” beginning on page 84 for more information.

Q:	What do I need to do now?

After you have carefully read this proxy statement/prospectus, please respond by completing, signing and dating your proxy card or voting instruction card and returning it in the enclosed preaddressed postage-paid envelope or, if available, by submitting your proxy by one of the other methods (e.g., by the Internet or telephone) specified in your proxy card or voting instruction card as promptly as possible so that your shares of DLR common stock will be represented and voted at the DLR special meeting.

Please refer to your proxy card or voting instruction card forwarded by your broker or other nominee to see which voting options are available to you.

The method by which you submit a proxy will in no way limit your right to vote at the DLR special meeting if you later decide to attend the meeting in person.

However, if your shares of DLR common stock are held in the name of a broker or other nominee, you must obtain a legal proxy, executed in your favor, from your broker or other nominee, to be able to vote in person at the DLR special meeting.

Q:	How will my proxy be voted?

All shares of DLR common stock entitled to vote and represented by properly completed proxies received prior to the DLR special meeting, and not revoked, will be voted at the DLR special meeting as instructed on the proxies. If you properly sign, date and return a proxy card, but do not indicate how your shares of DLR common stock should be voted on a matter, the shares of DLR common stock represented by your proxy will be voted as the DLR board recommends and, therefore, FOR the proposal to approve the issuance of shares of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards), and FOR the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate in the view of the DLR board, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement if there are not sufficient votes at the time of such adjournment to approve such proposal. If you do not provide voting instructions to your broker or other nominee, your shares of DLR common stock will NOT be voted at the DLR special meeting and will be considered broker non-votes.

Q:	Can I revoke my proxy or change my vote after I have delivered my proxy?

A:	Yes. You may revoke your proxy or change your vote at any time before your proxy is voted at the DLR special meeting. If you are a holder of record, you can do this in any of the three following ways:

•

by sending a written notice to the corporate secretary of DLR in time to be received before the DLR special meeting stating that you would like to revoke your proxy;

•

by completing, signing and dating another proxy card and returning it by mail in time to be received before the DLR special meeting or by submitting a later dated proxy by the Internet or telephone in which case your later-submitted proxy will be recorded and your earlier proxy revoked; or

•

by attending the DLR special meeting and voting in person. Simply attending the DLR special meeting without voting will not revoke your proxy or change your vote.

If your shares of DLR common stock are held in an account at a broker or other nominee and you desire to change your vote or vote in person, you should contact your broker or other nominee for instructions on how to do so.

Q:	What does it mean if I receive more than one set of voting materials for the DLR special meeting?

You may receive more than one set of voting materials for the DLR special meeting including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares of DLR common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold your shares of DLR common stock. If you are a holder of record and your shares of DLR common stock are registered in more than one name, you may receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or, if available, please submit your proxy by telephone or over the Internet.

Q:	Do I need identification to attend the DLR special meeting in person?

Yes. Please bring proper identification, together with proof that you are a record owner of shares of DLR common stock. If your shares are held in street name, please bring acceptable proof of ownership, such as a letter from your broker or an account statement showing that you beneficially owned shares of DLR common stock on the applicable record date.

Q:	Will a proxy solicitor be used?

Yes. DLR has engaged Okapi Partners LLC, which we refer to as Okapi, to assist in the solicitation of proxies for the DLR special meeting, and DLR estimates it will pay Okapi a fee of approximately $100,000. DLR has also agreed to reimburse Okapi for reasonable expenses incurred in connection with the proxy solicitation and to indemnify Okapi against certain losses, claims, damages, liabilities and expenses. In addition to mailing proxy solicitation material, DLR’s directors, officers and employees may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to DLR’s directors, officers or employees for such services.

Q:	Where can I find more information on INXN relating to the offer?

You can find more information on the offer in the Schedule TO to be filed by Buyer with the SEC following effectiveness of the registration statement, of which this proxy statement/prospectus is a part, and the Schedule 14D-9 to be filed with the SEC soon thereafter by INXN. Before making any decision with respect to the offer, INXN shareholders are encouraged to read the Schedule TO (including the exchange offer prospectus, related letter of transmittal and other offer documents) and Schedule 14D-9, as each may be amended or supplemented from time to time, and other relevant documents filed by DLR, Intrepid I, Buyer and INXN with the SEC carefully when they become available because they will contain important information about the proposed transactions, including, with respect to the Schedule 14D-9, INXN’s background of the offer, the reasons for the recommendation of INXN’s board of directors and the opinions of INXN’s financial advisors. Investors will be able to obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended from time to time, and other relevant documents filed by DLR, Intrepid I, Buyer and INXN with the SEC (when they become available) at http://www.sec.gov, the SEC’s website, or free of charge from DLR’s website (http://www.digitalrealty.com) or by contacting DLR’s Investor Relations Department at (415) 848-9311. These documents will also be available free of charge from INXN’s website (http://www.interxion.com) or by contacting INXN’s Investor Relations Department at (813) 644-9399.

Q:	Who can answer my questions?

A:	If you have any questions about the offer or how to submit your proxy or need additional copies of this proxy statement/prospectus, the enclosed proxy card or voting instructions, you should contact:

Digital Realty Trust, Inc.

Attention: Investor Relations

Four Embarcadero Center, Suite 3200

San Francisco, CA 94111

(415) 848-9311

www.digitalrealty.com

Proxy Solicitor:

Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, NY 10036

Call Collect (212) 297-0720

Call Toll-Free (877) 629-6356

Email: DLR@okapipartners.com

SUMMARY

The following summary highlights some of the information contained in this proxy statement/prospectus. This summary may not contain all of the information that is important to you. For a more complete description of the purchase agreement, the offer and the other transactions contemplated by the purchase agreement, DLR encourages you to read carefully this entire proxy statement/prospectus, including the attached Annexes and the other documents to which we have referred you because this section does not provide all the information that might be important to you with respect to the offer and the DLR special meeting. See also the section entitled “Where You Can Find More Information and Incorporation by Reference” beginning on page 183. We have included page references to direct you to a more complete description of the topics presented in this summary.

The Companies

Digital Realty Trust, Inc. (See page 45)

Digital Realty Trust, Inc.

Four Embarcadero Center

Suite 3200

San Francisco, CA 94111

(415) 738-6500

Digital Realty Trust, Inc., a Maryland corporation, which we refer to as DLR, through its controlling interest in Digital Realty Trust, L.P., which we refer to as DLR OP, owns, acquires, develops and operates data centers. DLR is focused on providing data center, colocation and interconnection solutions for domestic and international customers across a variety of industry verticals ranging from cloud and information technology services, communications and social networking to financial services, manufacturing, energy, healthcare, and consumer products. As of September 30, 2019, DLR’s portfolio consisted of 223 data centers, including 38 data centers held as investments in unconsolidated joint ventures. These data centers are mainly located throughout North America, with 41 located in Europe, 19 in Latin America, eight in Asia and five in Australia.

DLR common stock is listed on the NYSE, trading under the symbol “DLR”.

InterXion Holding N.V. (See page 45)

InterXion Holding N.V.

Scorpius 30

2132 LR Hoofdorp, the Netherlands

+31 20 880 7600

InterXion Holding N.V., a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands, which we refer to as INXN, is a leading provider of carrier and cloud-neutral colocation data center services in Europe, serving a wide range of customers through more than 50 data centers in 11 European countries. INXN’s uniformly designed, energy efficient data centers offer customers extensive security and uptime for their mission-critical applications. With over 700 connectivity providers, 21 European Internet exchanges, and most leading cloud and digital media platforms across its footprint, INXN has created connectivity, cloud, content and finance hubs that foster growing customer communities of interest.

INXN shares are listed on the NYSE, trading under the symbol “INXN”.

Digital Intrepid Holding B.V. (See page 45)

Digital Intrepid Holding B.V.

Prins Bernhardplein 200

1097 JB Amsterdam, the Netherlands

+31 20 521 4777

Digital Intrepid Holding B.V. (formerly known as DN 39J 7A B.V.), which we refer to as Buyer, is a company organized under the laws of the Netherlands and an indirect subsidiary of DLR that was formed on April 30, 2018, solely for the purpose of entering into the purchase agreement and the transactions contemplated therein. To date, Buyer has not conducted any material activities other than those incidental to its formation, entering into the purchase agreement and the matters contemplated by the purchase agreement. On November 25, 2019, Buyer formed Intrepid I to facilitate the legal merger.

Intrepid I B.V. (See page 45)

Intrepid I B.V.

Paul van Vlissingenstraat 16

1096 BK Amsterdam, the Netherlands

(415) 738-6500

Intrepid I B.V., which we refer to as Intrepid I, is a company organized under the laws of the Netherlands and a direct subsidiary of Buyer that was formed on November 25, 2019, solely for the purpose of effectuating the legal merger. To date, Intrepid I has not conducted any material activities other than those incidental to its formation and the matters contemplated by the purchase agreement. On November 25, 2019, Intrepid I formed Intrepid II B.V. to facilitate the legal merger.

Intrepid II B.V. (See page 45)

Intrepid II B.V.

Paul van Vlissingenstraat 16

1096 BK Amsterdam, the Netherlands

(415) 738-6500

Intrepid II B.V., which we refer to as Intrepid II, is a company organized under the laws of the Netherlands and an indirect subsidiary of Buyer that was formed on November 25, 2019, solely for the purpose of effectuating the legal merger. To date, Intrepid II has not conducted any material activities other than those incidental to its formation and the matters contemplated by the purchase agreement.

The Offer and the Purchase Agreement (See pages 53 and 92)

Pursuant to the purchase agreement, DLR, Buyer and INXN have agreed (subject to the terms and conditions of the purchase agreement) that Buyer shall commence an exchange offer to purchase any and all of the outstanding INXN shares and DLR, Buyer and INXN have agreed that (subject to the terms and conditions of the purchase agreement), following closing of the offer, DLR and INXN and their respective subsidiaries, as applicable, shall effectuate or cause to be effectuated the post-offer reorganization. The post-offer reorganization shall utilize processes available to Buyer under Dutch law aimed at strengthening DLR’s direct or indirect control over INXN or its assets and business operations. More specifically, the post-offer reorganization would ensure that Buyer or one of its affiliates becomes the owner of all or substantially all of INXN’s business operations from and after the consummation of such post-offer reorganization.

The purchase agreement is more fully described in the section entitled “The Purchase Agreement” beginning on page 92 and a copy of the purchase agreement, as amended, is attached as Annex A to this proxy statement/prospectus. You should read the purchase agreement carefully in its entirety before making any decisions regarding the offer because it is the legal document that governs the relationship between DLR, Buyer and INXN with respect to the offer.

The Tender and Support Agreement (See page 126)

Concurrently with the execution of the purchase agreement, David C. Ruberg, in his capacity as shareholder of INXN, entered into the tender and support agreement with Buyer, pursuant to which Mr. Ruberg has irrevocably agreed to accept the offer in respect of INXN shares held by him and to vote in favor of all resolutions proposed by INXN at the EGM (and any subsequent EGM), in each case, subject to the conditions and in accordance with the terms set forth therein.

Recommendation of the DLR Board of Directors (See page 58)

On October 29, 2019, after careful consideration, the DLR board unanimously (i) determined and declared that the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, including the issuance of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement, are advisable and in the best interests of DLR and its stockholders, (ii) approved the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, and (iii) authorized and approved the issuance of shares of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards). Certain factors considered by the DLR board in reaching its decision to approve the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement can be found in the section entitled “The Offer — Recommendation of the DLR Board of Directors and Its Reasons for the Offer” beginning on page 58.

The DLR board unanimously recommends that DLR stockholders vote FOR the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards), and FOR the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

Summary of Risks Related to the Transactions (See page 32)

You should consider carefully the risk factors described below together with all of the other information included in this proxy statement/prospectus before deciding how to vote. The risks related to the offer and the other transactions contemplated by the purchase agreement are described under the section entitled “Risk Factors — Risks Related to the Offer.”

•

The offer consideration will not be adjusted in the event of any change in the share prices of either DLR or INXN.

•

DLR stockholders and INXN shareholders will be diluted by the transactions.

•

DLR or Buyer could waive the minimum condition unilaterally to sixty-six and two-thirds percent (66 2/3%).

•

Completion of the transactions is subject to many conditions and if these conditions are not satisfied or waived, the transactions will not be completed, which could result in the requirement that DLR or INXN pay certain termination fees.

•

The pendency of the transactions could adversely affect the business and operations of DLR and INXN.

•

The purchase agreement contains provisions that could discourage a potential competing acquirer of INXN or could result in a competing proposal being at a lower price than it might otherwise be.

•

If the offer is not consummated by the end date, either DLR or INXN may terminate the purchase agreement.

•

If the transactions are approved, holders of INXN shares who receive DLR common stock (or cash in lieu of fractional shares of DLR common stock) pursuant to the liquidation (rather than the offer) generally will be subject to a 15% Dutch dividend withholding tax.

•

The transactions will result in changes to the board of directors of DLR following the post-offer reorganization.

The DLR Special Meeting; Stockholders Entitled to Vote; Vote Required (See page 47)

The special meeting of the DLR stockholders will be held at Four Embarcadero Center, Suite 3200, San Francisco, CA 94111 on , 2020, commencing at 10:30 a.m., local time.

At the DLR special meeting, the DLR stockholders will be asked to consider and vote upon the following matters:

a proposal to approve the issuance of shares of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards); and

a proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

At the close of business on the record date, directors and executive officers of DLR and their affiliates were entitled to vote shares of DLR common stock, or less than 1% of the shares of DLR common stock issued and outstanding on that date. DLR currently expects that all DLR directors and executive officers will vote their shares of DLR common stock in favor of the proposal to approve the issuance of DLR common stock in connection with the offer as well as the other proposal to be considered at the DLR special meeting, although none of them is contractually obligated to do so.

Your vote as a DLR stockholder is very important. Accordingly, please sign and return the enclosed proxy card or, if available, please submit your proxy by telephone or over the Internet whether or not you plan to attend the DLR special meeting in person.

Opinion of DLR’s Financial Advisor (See page 61)

Opinion of BofA Securities

In connection with the transactions, BofA Securities, Inc., which we refer to as BofA Securities, DLR’s financial advisor, delivered to the DLR board a written opinion, dated October 29, 2019, as to the fairness, from a financial point of view and as of the date of the opinion, to DLR of the exchange ratio provided for in the transactions. The full text of the written opinion, dated October 29, 2019, of BofA Securities, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this document and is incorporated by reference herein in its entirety. BofA Securities provided its opinion to the DLR board (in its capacity as such) for the benefit and use of the DLR board in connection with and for purposes of its evaluation of the exchange ratio from a financial point of view. BofA Securities’ opinion does not address any other aspect of the transactions contemplated by the purchase agreement, which we refer to as the transactions, and no opinion or view was expressed as to the relative merits of the transactions in comparison to other strategies or transactions that might be available to DLR or in which DLR might engage or as to the underlying business decision of DLR to proceed with or effect the transactions. BofA Securities’ opinion does not constitute a recommendation to any stockholder as to how to vote or act in connection with the transactions or any other matter.

Directors and Management of DLR and INXN or Intrepid I, As Applicable, Following the Post-Offer Reorganization (See page 74)

From the effectuation of the closing, in case of INXN, or the legal merger, in case of Intrepid I, as applicable, until the completion of the liquidation and the liquidation distribution by INXN or Intrepid I (as applicable) or the compulsory acquisition in respect of INXN or Intrepid I (as applicable), the board of directors of INXN or Intrepid I, as applicable, will consist of at least seven members, at least five of whom have been designated by DLR and Buyer and two of whom are current non-executive directors of INXN, or if such current non-executive directors of INXN are not available, replacement directors, designated as non-executive directors by INXN and Buyer by mutual written agreement and who will at all times be independent from DLR and Buyer and will at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code.

Interests of DLR’s Directors and Executive Officers in the Offer (See page 74)

None of DLR’s executive officers or members of the DLR board is party to an arrangement with DLR, or participates in any DLR plan, program or arrangement, that provides such executive officer or board member with financial incentives that are contingent upon the consummation of the transactions.

Treatment of INXN Equity Awards (See page 77)

At the time of the closing of the offer, subject to applicable taxes, (i) each outstanding award of INXN performance shares will be deemed to have satisfied the performance condition applicable thereto as follows: (A) with respect to INXN performance shares subject to a performance period that has been completed prior to the closing, at actual performance attained for such performance period and (B) with respect to INXN performance shares subject to a performance period that has not been completed as of the closing, at (x) 150% or 100% of target with respect to the awards of performance shares held by David C. Ruberg, the executive director of INXN, and (y) 150% or 115% of target with respect to awards of performance shares held by members of INXN’s senior management team other than the executive director of INXN (in each case, as described in more detail below under “The Offer — Treatment of INXN Equity Awards” beginning on page 77); and (ii) each such performance share that is deemed to satisfy the performance condition shall be assumed by DLR and converted into 0.7067 DLR RSUs.

Additionally, at the time of the closing of the offer, each outstanding INXN stock option (whether or not then vested or exercisable) shall be cancelled and converted into the right to receive, subject to applicable taxes, the offer consideration with respect to a number of shares equal to (i) the product of (A) the total number of INXN shares subject to such stock option immediately prior to the effective time multiplied by (B) the excess, if any, of (x) the value of the offer consideration (calculated as the volume weighted average price per share of DLR common stock for ten consecutive trading days ending on the third trading day prior to the closing multiplied by the exchange ratio of 0.7067) over (y) the per share exercise price of such INXN stock option, divided by (ii) the value of the offer consideration.

At the time of the closing of the offer, each outstanding award of INXN shares granted under INXN’s YourShare Plan that is subject to a holding period will be converted, subject to applicable taxes, into a number of shares of DLR common stock equal to the product of (i) the number of shares underlying such INXN YourShare award immediately prior to the closing multiplied by (ii) the exchange ratio of 0.7067.

For more information regarding treatment and valuation of INXN equity awards, see “The Offer — Interests of DLR’s Directors and Executive Officers in the Offer” beginning on page 74 and “The Offer — Treatment of INXN Equity Awards” beginning on page 77.

Extension of the Offer Period (See page 81)

Buyer may extend the offer to such other date and time as may be agreed in writing by Buyer, DLR and INXN, and Buyer shall extend the offer for any minimum period as required by the SEC (including, without limitation, for any five-day extension period or longer period required under Rule 14d-4 or Rule 14e-1 under the Exchange Act) or the NYSE.

Buyer shall also extend the offer on one or more occasions in consecutive periods of at least five business days and up to 10 business days each if, at the then-scheduled expiration time, any condition to the offer has not been satisfied or waived, in order to permit satisfaction of such condition, or for periods of up to 20 business days in case of the regulatory approvals condition if either such condition is not reasonably likely to be satisfied within such 10 business-day extension period. Buyer shall not be required or permitted (without consent of INXN) to extend the offer on more than three occasions if the sole remaining unsatisfied condition to the offer is the minimum condition, and Buyer shall not be required to extend the offer beyond the end date. If INXN elects to hold a subsequent EGM, then Buyer shall extend the offer until the date that is six business days after the date of the subsequent EGM.

Irrespective of whether INXN holds a subsequent EGM, following the time of acceptance for payment in connection with the offer, which we refer to as the acceptance time, Buyer shall provide a subsequent offering period, which we refer to as a subsequent offering period, in accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act).

Subsequent Offering Period (See page 82)

Following the acceptance time, irrespective of whether INXN holds a subsequent EGM, Buyer shall provide a subsequent offering period, in accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act).

The Post-Offer Reorganization (See page 94)

Following the closing of the offer (including the closing of any shares tendered in the subsequent offering period), DLR and INXN and their respective subsidiaries, as applicable, shall effectuate or cause to be effectuated the post-offer reorganization. DLR and Buyer have a preference for effectuating the legal merger, the legal demerger or the asset sale. The post-offer reorganization will, if the required resolutions are adopted at the EGM, result in Buyer or one of its affiliates becoming the sole owner of all or substantially all of INXN’s business operations from and after the consummation of such post-offer reorganization, regardless of whether or not all of the shareholders of INXN have tendered their shares in the offer or whether or not Buyer has lowered the minimum condition. An affirmative vote of an independent director (as defined in the purchase agreement) will be required to effectuate the post-offer reorganization actions listed in the prior sentence, other than the legal merger, the post-merger share sale, the legal demerger, the post-demerger share sale, the asset sale, the liquidation, the liquidation distribution or the compulsory acquisition, which will not require such consent following the approval of the required resolutions by the EGM.

•

purchase agreement. As part of the legal merger, INXN shareholders that do not validly tender in the offer will be allotted shares in Intrepid I in respect of their INXN shares. As part of the legal merger, Buyer will be allotted shares in Intrepid I in respect of any INXN shares it accepted for exchange in the offer. Following the legal merger, Intrepid I will transfer the issued and outstanding share in the share capital of Intrepid II to Buyer or its designated nominee in exchange for an exchangeable note or the buyer note, which transaction we refer to as the post-merger share sale. As a result, Intrepid II (holding all of the INXN business) will become a direct subsidiary of Buyer or its designated nominee. The allotment of Intrepid I shares will occur only in the legal merger as part of the post-offer reorganization and not in the offer itself.

•

Legal Demerger: The legal demerger comprises a legal demerger under Dutch law whereby INXN splits off all of its assets and liabilities to SplitCo, a newly incorporated wholly owned subsidiary of INXN. Following the legal demerger, INXN will transfer the issued and outstanding share in the share capital of SplitCo to Buyer or its designated nominee in exchange for an exchangeable note or the buyer note, which we refer to as the post-demerger share sale. As a result, SplitCo will become a direct subsidiary of Buyer or its designated nominee.

•

Asset Sale: INXN will sell and transfer INXN’s business, including substantially all of the assets and liabilities of INXN, to Buyer or its designated nominee, in exchange for an exchangeable note or the buyer note.

Following one of the options above, if the number of INXN shares owned by Parent, Buyer or any of their affiliates upon closing of the offer (including the closing of any shares tendered in the subsequent offering period) do not represent at least ninety-five percent (95%) of INXN’s issued and outstanding capital, which threshold we refer to as the compulsory acquisition threshold, INXN or Intrepid I (as applicable) will be immediately dissolved and liquidated. As a result, former INXN shareholders who did not tender in the offer will be entitled to receive shares of DLR common stock (and cash in lieu of fractional shares of DLR common stock) following completion of an advance liquidation distribution by INXN or Intrepid I (as applicable), subject to applicable withholding taxes (including Dutch dividend withholding tax). If the compulsory threshold has been achieved, Buyer or DLR will commence the compulsory acquisition before the Enterprise Chamber of the Amsterdam Court of Appeals in respect of INXN or Intrepid I (as applicable). The Enterprise Chamber of the Amsterdam Court of Appeals has sole discretion to determine the per share price in cash and Buyer will become the sole shareholder of INXN or shareholder of Intrepid I (as applicable).

No Stockholder Appraisal Rights in the Offer (See page 84)

Neither INXN’s shareholders nor the shareholders of Intrepid I are entitled under Dutch law or otherwise to appraisal or dissenters’ rights related to the INXN shares or Intrepid I shares in connection with the offer or, subject to the following, the post-offer reorganization.

Pursuant to Dutch law, a shareholder who for its own account (or together with its group companies) owns at least 95% of the company’s issued capital may institute proceedings against the company’s other shareholders jointly for the transfer of their shares to that shareholder. The proceedings are held before the Enterprise Court of the Amsterdam Court of Appeal, which may grant the claim for squeeze-out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Court on the value of the shares to be transferred. As part of the post-offer reorganization, Buyer may initiate such proceedings in respect of Intrepid I shares or INXN shares.

DLR stockholders are not entitled to appraisal or dissenters’ rights with respect to any of the matters to be considered and voted on at the DLR special meeting.

Conditions to Closing of the Offer (See page 120)

A number of customary conditions must be satisfied or waived, where legally permissible, as of the scheduled expiration time before either DLR or Buyer will be required to accept for payment or pay for any INXN share validly tendered and not properly withdrawn pursuant to the offer, and the transactions can be consummated. These include, among others:

•

a number of INXN shares having been validly tendered and not properly withdrawn that would allow Buyer to acquire at least eighty percent (80%) of the outstanding INXN shares on a fully-diluted and as-converted basis at the closing of the offer, which we refer to as the minimum condition; provided, DLR or Buyer may reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%);

•

receipt of certain required regulatory approvals, which filings authorizations must be in full force and effect or their relevant waiting periods (and any extensions thereof) expired or terminated;

•

the adoption of resolutions at the EGM (or a subsequent EGM) of INXN providing for, among other things, the approval of a statutory Dutch legal triangular merger, the approval of a statutory Dutch legal demerger, the approval of an asset sale, the approval of the liquidation, and the appointment of Buyer and DLR designees to the INXN board effective upon the closing;

•

approval by DLR stockholders of the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement;

•

absence of any applicable law or order of a governmental authority prohibiting, rendering illegal or enjoining the consummation of the offer or the other transactions contemplated by the purchase agreement;

•

declaration of effectiveness of the Form S-4 registration statement, of which this proxy statement/prospectus is a part, and the absence of any stop order issued by the SEC suspending the effectiveness of such Form S-4, or, if issued, not withdrawn by the SEC or proceedings for that purpose not having been initiated or threatened by the SEC;

•

approval of listing of the shares of DLR common stock on the NYSE, subject only to official notice of issuance;

•

accuracy of the representations and warranties of INXN made in the purchase agreement (subject to certain materiality standards);

•

INXN’s material compliance with its covenants contained in the purchase agreement; and

•

absence of any material adverse effect.

Neither DLR nor INXN can give any assurance as to when or if all of the conditions to the consummation of the offer will be satisfied or waived or that the offer will occur.

See “The Purchase Agreement — Conditions to Closing of the Offer” beginning on page 120 for more information.

Regulatory Approvals Required for the Offer

Prior to completing the offer and the post-offer reorganization, DLR and INXN are required to obtain certain regulatory clearances in several EU Member States. DLR and INXN will take the actions required to obtain such regulatory clearances.

No Solicitation and Adverse Change in Recommendation (See page 107)

No Solicitation by INXN and INXN Adverse Recommendation Change

Under the purchase agreement, INXN has agreed not to, and to cause its subsidiaries and its and their respective directors and officers not to, directly or indirectly: (i) solicit, initiate or knowingly facilitate, knowingly induce or knowingly encourage (including by providing information, access, cooperation or otherwise) the making of any alternative acquisition proposal (as defined below), (ii) other than informing persons of the no solicitation restrictions in the purchase agreement, enter into, continue or otherwise participate in any discussions or negotiations regarding any alternative acquisition proposal, or (iii) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, purchase agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other contract (whether or not bonding) with respect to an alternative acquisition proposal (other than an acceptable confidentiality agreement pursuant to the terms of the purchase agreement).

However, if INXN receives during the pre-closing period a bona fide written alternative acquisition proposal, INXN may, under certain specified circumstances, engage in discussions or negotiations with and provide non-public information regarding itself to a third party making an unsolicited, written alternative acquisition proposal. Under the purchase agreement, INXN is required to notify DLR promptly (and in any event within twenty-four (24) hours) if it receives any alternative acquisition proposal or inquiry or any request for non-public information in connection with an alternative acquisition proposal.

Before the expiration time, the INXN board may, under certain specified circumstances, withdraw its recommendation of the offer and terminate the purchase agreement with respect to a superior proposal (as defined below) or INXN intervening event if, among other things, the INXN board determines in good faith, after consultation with outside legal counsel and financial advisors, that failure to take such action would be inconsistent with the directors’ fiduciary duties under the laws of the Netherlands.

For more information regarding the limitations on INXN and the INXN board to consider other proposals, see “The Purchase Agreement — Covenants and Agreements — No Solicitation and Adverse Change in Recommendation” beginning on page 107.

DLR Adverse Recommendation Change

Before the approval by DLR stockholders of the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement, the DLR board may, under certain specified circumstances, withdraw its recommendation of the issuance and terminate the purchase agreement with respect to a DLR intervening event (as defined herein) if, among other things, the DLR board determines in good faith, after consultation with outside legal counsel and financial advisors, that failure to take such action would be inconsistent with the directors’ duties under the laws of the State of Maryland.

For more information regarding the limitations on the DLR board, see “The Purchase Agreement —Covenants and Agreements — No Solicitation and Adverse Change in Recommendation” beginning on page 107.

Termination of the Purchase Agreement (See page 121)

The purchase agreement may be terminated at any time prior to the acceptance time by the mutual consent of INXN, DLR and Buyer in a written instrument. If the purchase agreement were to be terminated following the expiration time but prior to the acceptance time and all of the offer conditions have been satisfied or waived at the expiration time, Buyer would have the obligation to consummate the offer. If all of the conditions to closing

have been satisfied or waived at the expiration time, Buyer will immediately accept for exchange and, by the fourth business day following the expiration time, deliver the offer consideration for all INXN shares validly tendered and not properly withdrawn pursuant to the offer as of the expiration time.

In addition, the purchase agreement may also be terminated prior to the acceptance time by either DLR or INXN under the following conditions, each subject to certain exceptions:

•

there has been a breach by the other party of any representation, warranty or, subject to certain exclusions, covenant set forth in the purchase agreement, which causes an offer condition not to be satisfied (and such breach is not curable prior to the end date or, if curable, not cured within the required timeline);

•

if the acceptance time has not occurred on or before the end date;

•

a court or other governmental authority has entered, enacted, promulgated, enforced or issued a final, permanent and non-appealable law or order that prohibits, renders illegal or enjoins the consummation of the offer and the other transactions contemplated by the purchase agreement;

•

if the offer shall have expired in accordance with its terms without all of the offer conditions having been satisfied and shall have not been extended by Buyer; or

•

the holders of DLR common stock do not approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

The purchase agreement may also be terminated, prior to the acceptance time by DLR:

•

following an INXN adverse recommendation change;

•

if the EGM and subsequent EGM, if any, have been held and been concluded and the post-offer reorganization resolutions (as defined in the purchase agreement) and the governance resolutions (as defined in the purchase agreement) have not each been adopted; or

•

following certain breaches by INXN of its financing cooperation covenants if such breach has not been cured within the required timeline.

The purchase agreement may also be terminated by INXN if, prior to the acceptance time:

•

until such time as the post-offer reorganization resolutions (as defined in the purchase agreement) and the governance resolutions (as defined in the purchase agreement) are adopted by the shareholders of INXN, in order for INXN to enter into an alternative acquisition agreement with respect to a superior proposal, so long as INXN pays termination compensation to DLR as described below and INXN had not materially breached its non-solicitation obligations under the purchase agreement; or

•

following a DLR adverse recommendation change.

For more information regarding the rights of DLR and INXN to terminate the purchase agreement, see “The Purchase Agreement — Termination of the Purchase Agreement” beginning on page 121.

Termination Compensation and Expenses (See page 123)

Generally, all fees and expenses incurred in connection with the offer and the other transactions contemplated by the purchase agreement will be paid by the party incurring those fees and expenses, except that DLR will have to reimburse INXN for up to $25 million (exclusive of value-added tax, if applicable) of its documented out-of-pocket expenses upon termination of the purchase agreement by INXN or DLR because the holders of DLR common stock did not approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

Additionally, upon termination of the purchase agreement in certain circumstances, the purchase agreement provides for the payment of a termination compensation payment to DLR by INXN of $72.6 million (exclusive of value-added tax, if applicable). The purchase agreement also provides for the payment of a termination compensation payment to INXN by DLR of $254.3 million (exclusive of value-added tax, if applicable) upon termination of the purchase agreement in certain circumstances.

See “The Purchase Agreement — Termination of the Purchase Agreement — Termination Compensation and Expenses” beginning on page 123 for more information.

Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares (See page 84)

The exchange of INXN shares for shares of DLR common stock and any cash (including cash in lieu of fractional shares of DLR common stock) pursuant to the offer will be a taxable transaction for U.S. federal income tax purposes for U.S. holders of INXN shares. In addition, the exchange of INXN shares for any shares of DLR common stock or cash (including cash in lieu of fractional shares of DLR common stock and any cash proceeds from a sale of DLR common stock by the exchange agent to satisfy any applicable Dutch dividend withholding tax) pursuant to the post-offer reorganization will be a taxable transaction for U.S. federal income tax purposes for U.S. holders of INXN shares. Each U.S. holder (as defined herein) of INXN shares will generally be required to include in taxable income the excess of the fair market value of any DLR common stock or cash received in the offer or the post-offer reorganization (including cash in lieu of fractional shares of DLR common stock and any cash proceeds from a sale of DLR common stock by the exchange agent to satisfy any applicable Dutch dividend withholding tax) over such holder’s tax basis in the INXN shares exchanged. See the information under “The Offer — Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares” beginning on page 84 for a discussion of material U.S. federal income tax consequences of the offer and the post-offer reorganization to U.S. holders of INXN shares. Non-U.S. holders (as defined herein) of INXN shares should consult their tax advisors regarding the tax consequences of the offer and the post-offer reorganization to such holders.

Material Dutch Income Tax Consequences of the Offer and the Post-Offer Reorganization for Holders of INXN Shares (See page 87)

Material Dutch Dividend Withholding Tax Consequences of the Post-Offer Reorganization (See page 90)

information under “The Offer — Material Dutch Dividend Withholding Tax Consequences of the Post-Offer Reorganization” beginning on page 90 for a discussion of the Dutch dividend withholding tax consequences of the post-offer reorganization. In respect of the liquidation distribution to the non-tendering holders of INXN shares the exchange agent, acting as agent of INXN or Intrepid I (as applicable) in their capacity as withholding agent, will not apply any reductions of, or exemptions from, Dutch dividend withholding tax at source based on any treaty for the avoidance of double taxation and any regulations for claiming relief thereunder or otherwise and accordingly the non-tendering holders of INXN shares are solely responsible for timely claiming any such relief if and where applicable. INXN shareholders should consult their own tax advisors regarding the Dutch or local tax consequences of the post-offer reorganization to such holders. See the information under “The Offer — Material Dutch Income Tax Consequences of the Offer and the Post-Offer Reorganization for Holders of INXN Shares” beginning on page 87 for a discussion of material Dutch personal income tax and corporate income tax consequences of the offer and the post-offer reorganization to holders of INXN shares.

Accounting Treatment of the Transactions (See page 91)

DLR prepares its financial statements in accordance with U.S. generally accepted accounting principles, which we refer to as GAAP. The transactions will be accounted for by applying the acquisition method. See “The Offer — Accounting Treatment of the Transactions” beginning on page 91 for more information.

Comparison of Rights of DLR Stockholders and INXN Shareholders (See page 147)

The rights of INXN shareholders are currently governed by Dutch law and the articles of association of INXN.

For a summary of certain differences between the rights of DLR stockholders and INXN shareholders, see “Comparison of Rights of the DLR Stockholders and the INXN Shareholders” beginning on page 147.

Selected Historical Financial Information of DLR

The following selected historical financial information for each of the years during the five-year period ended December 31, 2018 and the selected balance sheet data as of December 31 for each of the years in the five-year period ended December 31, 2018 have been derived from DLR’s audited consolidated financial statements. The selected historical financial information for the nine months ended September 30, 2019 and 2018 and the selected balance sheet data as of September 30, 2019 and 2018 have been derived from DLR’s unaudited interim consolidated financial statements.

You should read the selected historical financial information presented below together with the consolidated financial statements and the related notes thereto and management’s discussion and analysis of financial condition and results of operations of DLR included in the combined Annual Report on Form 10-K of DLR and DLR OP for the year ended December 31, 2018 and the combined Quarterly Report on Form 10-Q of DLR and DLR OP for the quarter ended September 30, 2019, which are incorporated herein by reference. See also “Where You Can Find More Information and Incorporation by Reference” beginning on page 183.


	Nine Months Ended September 30,						Year Ended December 31,
(In thousands, except per share data)	2019			2018			2018			2017			2016			2015			2014
Income Statement Data:
Operating Revenues:
Rental and other services	$	2,413,888		$	1,792,457		$	2,412,076		$	2,010,301		$	1,746,828		$	1,395,745		$	1,256,086
Tenant reimbursements		—			468,906			624,637			440,224			355,903			359,875			350,234
Fee income and other		7,890			6,848			9,765			7,403			39,482			7,716			10,118

Total operating revenues		2,421,778			2,268,211			3,046,478			2,457,928			2,142,213			1,763,336			1,616,438

Operating Expenses:
Rental property operating and maintenance		766,417			701,933			957,065			759,616			660,177			549,885			503,140
Property taxes and insurance		126,587			106,408			140,918			134,995			111,989			101,397			100,181
Change in fair value of contingent consideration		—			—			—			—			—			(44,276	)		(8,093	)
Depreciation and amortization		888,766			887,534			1,186,896			842,464			699,324			570,527			538,513
General and administrative		156,427			124,264			163,667			161,441			152,733			105,549			93,188
Transactions and integration		10,819			19,410			45,327			76,048			20,491			17,400			1,303
Impairment of investments in real estate		5,351			—			—			28,992			—			—			126,470
Other		12,129			1,722			2,818			3,077			213			60,943			3,070

Total operating expenses		1,966,496			1,841,271			2,496,691			2,006,633			1,644,927			1,361,425			1,357,772

Operating income		455,282			426,940			549,787			451,295			497,286			401,911			258,666
Other Income (Expenses):
Equity in (losses) earnings of unconsolidated joint ventures		(3,090	)		23,734			32,979			25,516			17,104			15,491			13,289
Gain on deconsolidation/sale of properties, net		67,497			80,042			80,049			40,354			169,902			94,604			15,945
Gain on contribution of investment properties to unconsolidated joint ventures		—			—			—			—			—			—			95,404
Gain on sale of equity investment		—			—			—			—			—			—			14,551
Interest and other income (expense), net		55,266			2,375			3,481			3,655			(4,564	)		(2,381	)		2,663
Interest expense		(272,177	)		(236,646	)		(321,529	)		(258,642	)		(236,480	)		(201,435	)		(191,085	)
Tax expense		(13,726	)		(7,927	)		(2,084	)		(7,901	)		(10,385	)		(6,451	)		(5,238	)
(Loss) gain from early extinguishment of debt		(39,157	)		—			(1,568	)		1,990			(1,011	)		(148	)		(780	)

Net income		249,895			288,518			341,115			256,267			431,852			301,591			203,415
Net income attributable to noncontrolling interests		(6,418	)		(8,831	)		(9,869	)		(8,008	)		(5,665	)		(4,902	)		(3,232	)

Net income attributable to Digital Realty Trust, Inc.		243,477			279,687			331,246			248,259			426,187			296,689			200,183
Preferred stock dividends, including undeclared dividends		(54,283	)		(60,987	)		(81,316	)		(68,802	)		(83,771	)		(79,423	)		(67,465	)
Issuance costs associated with redeemed preferred stock		(11,760	)		—			—			(6,309	)		(10,328	)		—			—

Net income available to common stockholders	$	177,434		$	218,700		$	249,930		$	173,148		$	332,088		$	217,266		$	132,718

Per Share Data:
Basic income per share available to common stockholders	$	0.85		$	1.06		$	1.21		$	0.99		$	2.21		$	1.57		$	1.00

Diluted income per share available to common stockholders	$	0.85		$	1.06		$	1.21		$	0.99		$	2.20		$	1.56		$	0.99

Weighted average shares of common stock outstanding:
Basic		208,173,995			205,931,031			206,035,408			174,059,386			149,953,662			138,247,606			133,369,047
Diluted		209,199,535			206,555,627			206,673,471			174,895,098			150,679,688			138,865,421			133,637,235


	As of September 30,				As of December 31,
(In thousands)	2019		2018		2018		2017		2016		2015		2014
Balance Sheet Data:
Net investments in real estate	$	14,941,707	$	14,225,697	$	15,079,726	$	13,841,186	$	8,996,362	$	8,770,212	$	8,203,287
Total assets		23,172,765		21,462,110		23,766,695		21,404,345		12,192,585		11,416,063		9,526,784
Global revolving credit facilities		1,833,512		590,289		1,647,735		550,946		199,209		960,271		525,951
Unsecured term loans, net		796,232		1,352,969		1,178,904		1,420,333		1,482,361		923,267		976,600
Unsecured senior notes, net		8,189,138		7,130,541		7,589,126		6,570,757		4,153,797		3,712,569		2,791,758
Secured debt, including premiums		105,153		106,072		685,714		106,582		3,240		302,930		378,818
Total liabilities		12,942,820		10,681,095		12,892,653		10,300,993		7,060,288		6,879,561		5,612,546
Redeemable noncontrolling interests — operating partnership		19,090		17,553		15,832		53,902		—		—		—
Total stockholders’ equity		9,437,290		10,026,254		9,858,644		10,349,081		5,096,015		4,500,132		3,878,256
Noncontrolling interests in operating partnership		731,216		671,269		906,510		698,126		29,684		29,612		29,191
Noncontrolling interests in consolidated joint ventures		42,349		65,939		93,056		2,243		6,598		6,758		6,791
Total liabilities and equity	$	23,172,765	$	21,462,110	$	23,766,695	$	21,404,345	$	12,192,585	$	11,416,063	$	9,526,784

Selected Historical Financial Information of INXN

The following selected historical financial information as of and for the years ended December 31, 2018, 2017 and 2016 have been derived from INXN’s audited consolidated financial statements, which are incorporated by reference in this proxy statement/prospectus. The selected historical financial information as of and for the years ended December 31, 2015 and 2014 have been derived from INXN’s audited consolidated financial statements not included or incorporated by reference in this proxy statement/prospectus. The following selected historical financial information for the nine months ended September 30, 2019 and 2018 and the selected balance sheet data as of September 30, 2019 have been derived from INXN’s unaudited consolidated interim financial statements incorporated by reference in this proxy statement/prospectus, which have been prepared on a basis substantially consistent with INXN’s annual audited consolidated financial statements. The selected balance sheet data as of September 30, 2018 have been derived from INXN’s unaudited consolidated interim financial statements not included or incorporated by reference in this proxy statement/prospectus, which have been prepared on a basis substantially consistent with INXN’s annual audited consolidated financial statements. INXN’s audited consolidated financial statements incorporated by reference in this proxy statement/prospectus have been prepared and presented in accordance with IFRS issued by the International Accounting Standards Board and are presented in Euros. The implementation of IFRS 16 on January 1, 2019 reclassified certain expense items, thus impacting the comparability of the historical financial information to periods prior to the implementation of IFRS 16.

You should read the selected historical financial information presented below together with the consolidated financial statements and the related notes thereto incorporated by reference herein. INXN’s historical results do not necessarily indicate its expected results for any future periods. See also “Where You Can Find More Information and Incorporation by Reference” beginning on page 183.


	Nine Months Ended September 30,						Year ended December 31,
(€‘000, except per share amounts and number of shares in thousands)	2019			2018			2018			2017			2016			2015			2014
Income Statement Data:
Revenue		469,400			414,851			561,752			489,302			421,788			386,560			340,624
Cost of sales		(159,261	)		(162,250	)		(219,462	)		(190,471	)		(162,568	)		(151,613	)		(139,075	)
Gross profit		310,139			252,601			342,290			298,831			259,220			234,947			201,549
Other income		—			86			86			97			333			21,288			271
Sales and marketing costs		(27,288	)		(27,019	)		(36,494	)		(33,465	)		(29,941	)		(28,217	)		(24,551	)
General and administrative costs		(192,169	)		(145,447	)		(194,646	)		(167,190	)		(138,557	)		(134,391	)		(99,518	)
Operating income		90,682			80,221			111,236			98,273			91,055			93,627			77,751
Net finance expense		(37,042	)		(46,031	)		(61,784	)		(44,367	)		(36,269	)		(29,022	)		(27,876	)
Share of result of equity-accounted investees, net of tax		(277	)		—			—			—			—			—			—


	Nine Months Ended September 30,						Year ended December 31,
(€‘000, except per share amounts and number of shares in thousands)	2019			2018			2018			2017			2016			2015			2014
Profit before taxation		53,363			34,190			49,452			53,906			54,786			64,605			49,875
Income tax expense		(14,900	)		(11,052	)		(18,334	)		(14,839	)		(16,450	)		(17,925	)		(15,449	)
Net income		38,463			23,138			31,118			39,067			38,336			46,680			34,426
Basic earnings per share(a)		0.52			0.32			0.43			0.55			0.54			0.67			0.50
Diluted earnings per share(b)		0.52			0.32			0.43			0.55			0.54			0.66			0.49
Number of shares outstanding at the end of the period(c)		76,604			71,673			71,708			71,415			70,603			69,919			69,317
Weighted average number of shares for Basic EPS(c)		73,429			71,518			71,562			71,089			70,349			69,579			69,048
Weighted average number of shares for Diluted EPS(c)		74,015			71,950			72,056			71,521			71,213			70,474			69,922

(a)	Basic earnings per share are calculated as net income divided by the weighted average number of shares for Basic EPS.

(b)	Diluted earnings per share are calculated as net income divided by the weighted average number of shares for Diluted EPS.

(c)	“Number of shares”, “Weighted average number of shares for Basic EPS” and “Weighted average number of shares for Diluted EPS” is in thousands.


	As at September 30,				As at December 31,
(€‘000)	2019		2018		2018		2017(d)		2016(d)		2015(d)		2014(d)
Balance Sheet Data:
Trade receivables and other current assets		231,278		197,884		205,613		179,786		147,821		141,936		122,814
Cash and cash equivalents		205,830		289,860		186,090		38,484		115,893		53,686		94,637
Current assets		437,108		487,744		391,703		218,270		263,714		195,622		217,451
Non-current assets		2,562,112		1,736,219		1,870,851		1,483,801		1,218,951		1,056,442		955,652

Total assets		2,999,220		2,223,963		2,262,554		1,702,071		1,482,665		1,252,064		1,173,103
Current liabilities		314,396		258,155		311,392		344,909		188,609		171,868		175,731
Non-current liabilities		1,709,966		1,335,836		1,317,742		767,501		752,570		581,162		569,166
Total liabilities		2,024,362		1,593,991		1,629,134		1,112,410		941,179		753,030		744,897
Shareholders’ equity		974,858		629,972		633,420		589,661		541,486		499,034		428,206

Total liabilities and shareholders’ equity		2,999,220		2,223,963		2,262,554		1,702,071		1,482,665		1,252,064		1,173,103

(d)	Certain figures as of December 31, 2017, 2016, 2015 and 2014 have been corrected compared to those previously reported.

For further information on these corrections, see Notes 2 and 28 of INXN’s consolidated financial statements, which are incorporated by reference into this proxy statement/prospectus.

Selected Unaudited Pro Forma Consolidated Financial Information

The following tables set forth selected unaudited pro forma consolidated financial information. The selected unaudited pro forma consolidated financial information relies on the historical financial statements of DLR after giving effect to the transactions using the acquisition method of accounting and DLR’s preliminary estimates, assumptions and pro forma adjustments as described in the combined Current Report on Form 8-K of DLR and DLR OP, filed on December 4, 2019, which is incorporated by reference into this proxy statement/prospectus in its entirety, and in the accompanying notes to the unaudited pro forma consolidated financial information.

The selected unaudited pro forma consolidated financial information should be read in conjunction with DLR’s historical consolidated financial statements, including the notes thereto, which are incorporated by reference into this proxy statement/prospectus. The selected unaudited pro forma consolidated financial information has been derived from and should be read in conjunction with the unaudited pro forma consolidated financial information of DLR and accompanying notes included in the combined Current Report on Form 8-K of DLR and DLR OP, filed on December 4, 2019. See “Unaudited Pro Forma Consolidated Financial Information” beginning on page 186.

The selected unaudited pro forma consolidated financial information is presented for illustrative purposes only and does not purport to be indicative of the results that would actually have been achieved if the transactions

described above had occurred as presented in such statements or that may be achieved in the future. In addition, future results may vary significantly from the results reflected in such statements.


	Nine Months Ended September 30, 2019		Year Ended December 31, 2018
	(in thousands, except per share data)
Statement of operations data:
Total operating revenues	$	2,949,084	$	3,709,785
Net income available to common stockholders	$	180,696	$	228,452
Net income per share available to common stockholders:
Basic	$	0.69	$	0.88
Diluted	$	0.68	$	0.87


	As of September 30, 2019
	(in thousands)
Balance Sheet Data:
Net investments in real estate	$	18,208,952
Total assets	$	32,674,435
Global revolving credit facilities, net	$	1,833,512
Unsecured term loan, net	$	796,232
Unsecured senior notes, net	$	9,598,321
Secured debt, including premiums, net	$	176,293
Total liabilities	$	15,861,977
Total stockholders’ equity	$	16,019,803
Total liabilities and equity	$	32,674,435

Unaudited Comparative Per Share Information

The following table sets forth for the year ended December 31, 2018 and the nine months ended September 30, 2019, selected per share information for DLR common stock on a historical and pro forma basis and for INXN shares on a historical and pro forma equivalent basis after giving effect to the transactions using the acquisition purchase method of accounting. The information in the table is unaudited. You should read the tables below together with the historical consolidated financial statements and related notes of DLR contained in the combined Annual Report on Form 10-K of DLR and DLR OP for the year ended December 31, 2018, the historical consolidated financial statements and notes of INXN contained in its Annual Report on Form 20-F, the combined Quarterly Report on Form 10-Q of DLR and DLR OP for the quarter ended September 30, 2019, and INXN’s Report on Form 6-K furnished to the SEC on November 7, 2019, which are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information and Incorporation by Reference” beginning on page 183 for more information.

The unaudited pro forma consolidated per share data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transactions had been consummated at the beginning of the earliest period presented, nor is it necessarily indicative of future operating results or financial position. The pro forma adjustments are estimates based upon information and assumptions available at the time of the filing of this proxy statement/prospectus.

The pro forma income from continuing operations per share includes the combined income from continuing operations of DLR and INXN on a pro forma basis as if the transactions were consummated on January 1, 2018 and, with respect to net book value per share of common stock, on September 30, 2019.


	DLR				INXN
	Historical		Pro Forma Combined		Historical		Pro Forma Equivalent⁽¹⁾
For the year ended December 31, 2018
Net income per share of common stock, basic	$	1.21	$	0.88	€	0.43	$	0.62
Net income per share of common stock, diluted	$	1.21	$	0.87	€	0.43	$	0.61
Cash dividends declared per share of common stock	$	4.04	$	4.04		—	$	2.86
For the nine months ended September 30, 2019
Net income per share of common stock, basic	$	0.85	$	0.69	€	0.52	$	0.49
Net income per share of common stock, diluted	$	0.85	$	0.68	€	0.52	$	0.48
Cash dividends declared per share of common stock	$	3.24	$	3.24		—	$	2.29
As of September 30, 2019
Net book value per share of common stock	$	39.86	$	56.49	€	12.73	$	39.92

(1)	The INXN pro forma equivalent per share amounts were calculated by multiplying the pro forma combined per share amounts by the exchange ratio of 0.7067 provided for in the purchase agreement.

Comparative DLR and INXN Market Price and Dividend Information

DLR’s Market Price Data

DLR common stock is listed on the NYSE under the symbol “DLR”. This table sets forth, for the periods indicated, the high and low sales prices per share of DLR common stock, as reported by the NYSE, and distributions declared per share of DLR common stock.

Price Per Share
of Common Stock

Distributions
Declared
Per Share⁽¹⁾

High

Low

2016

First Quarter

89.34

69.89

0.88

Second Quarter

109.08

85.50

0.88

Third Quarter

113.21

91.27

0.88

Fourth Quarter

98.79

85.63

0.88

2017

First Quarter

109.00

98.03

0.93

Second Quarter

121.53

105.17

0.93

Third Quarter

127.23

108.73

0.93

Fourth Quarter

124.16

109.19

0.93

2018

First Quarter

115.08

96.56

1.01

Second Quarter

112.07

100.50

1.01

Third Quarter

125.10

110.80

1.01

Fourth Quarter

117.87

100.57

1.01

2019

First Quarter

120.93

100.05

1.08

Second Quarter

125.19

111.90

1.08

Third Quarter

130.10

110.84

1.08

Fourth Quarter

136.32

112.32

1.08

(1)	Common stock cash distributions currently are declared quarterly by DLR.

INXN’s Market Price Data

INXN shares are listed on the NYSE under the symbol “INXN”. This table sets forth, for the periods indicated, the high and low sales prices per INXN share, as reported by the NYSE. No dividends or other distributions were declared for INXN shares for the periods indicated.


	Price Per INXN Share
	High		Low
2016
First Quarter	$	34.70	$	26.75
Second Quarter	$	38.70	$	33.22
Third Quarter	$	38.72	$	35.98
Fourth Quarter	$	38.85	$	32.21
2017
First Quarter	$	40.00	$	34.35
Second Quarter	$	46.67	$	39.00
Third Quarter	$	52.15	$	44.03
Fourth Quarter	$	59.22	$	49.81
2018
First Quarter	$	64.00	$	54.35
Second Quarter	$	67.19	$	60.41
Third Quarter	$	68.95	$	61.79
Fourth Quarter	$	68.31	$	50.05
2019
First Quarter	$	67.01	$	51.76
Second Quarter	$	76.86	$	66.02
Third Quarter	$	82.48	$	72.58
Fourth Quarter	$	102.66	$	76.81

Recent Closing Prices

The table below sets forth the closing per share sales prices of DLR common stock and INXN shares as reported by the NYSE on October 28, 2019, the last full trading day before the public announcement of the execution of the purchase agreement by DLR, and on January 7, 2020, the latest practicable trading day before the date of this proxy statement/prospectus. The INXN pro forma equivalent closing share price is equal to the closing price of a share of DLR common stock on each such date multiplied by 0.7067 (the exchange ratio of shares of DLR common stock for each INXN share).


	DLR Common Stock		INXN Shares		INXN Pro Forma Equivalent
October 28, 2019	$	132.28	$	88.67	$	93.48
January 7, 2020	$	117.69	$	83.10	$	83.17

The market price of DLR common stock and INXN shares will fluctuate between the date of this proxy statement/prospectus and the time of the closing of the offer. Because the number of shares of DLR common stock to be paid by Buyer for each INXN share is fixed in the purchase agreement, the market value of DLR common stock to be received by INXN shareholders at the closing of the offer may vary significantly from the prices shown in the table above.

Following the transactions, DLR common stock will continue to be listed on the NYSE and, until the completion of the transactions, INXN shares will continue to be listed on the NYSE.

RISK FACTORS

Risks Related to the Offer

The offer consideration will not be adjusted in the event of any change in the stock prices of DLR or share prices of INXN.

Upon the closing of the offer, and subject to the satisfaction or waiver of the various closing conditions, Buyer will purchase each INXN share validly tendered and not properly withdrawn in exchange for 0.7067 shares of DLR’s common stock, with cash paid in lieu of any fractional shares, without interest. The exchange ratio of 0.7067 will not be adjusted for changes in the market prices of either shares of DLR common stock or the INXN shares. Changes in the market price of shares of DLR common stock prior to the expiration of the offer will affect the market value of the offer consideration. Stock price changes may result from a variety of factors (many of which are beyond the control of DLR, Buyer and INXN), including the following factors:

•

market reaction to the announcement of the offer and the prospects of DLR following the transactions contemplated by the purchase agreement;

•

changes in the respective businesses, operations, assets, liabilities and prospects of DLR and INXN;

•

changes in market assessments of the business, operations, financial position and prospects of either company;

•

market assessments of the likelihood that the transactions will be completed;

•

interest rates, general market and economic conditions and other factors generally affecting the market prices of DLR common stock and the INXN shares;

•

federal, state and local legislation, governmental regulation and legal developments affecting the industries in which DLR and INXN operate; and

•

other factors beyond the control of DLR, Buyer and INXN, including those described or referred to elsewhere in this proxy statement/prospectus.

The market price of shares of DLR’s common stock at the closing of the offer may vary from its price on the date that was used to establish the exchange ratio, on the date the purchase agreement was executed, on the date of this proxy statement/prospectus and at the expiration time. As a result, the market value of the offer consideration will also vary.

Therefore, while the number of shares of DLR’s common stock to be paid by Buyer per INXN share is fixed, (1) DLR stockholders cannot be sure of the market value of the consideration that will be paid to INXN shareholders upon completion of the transactions and (2) INXN shareholders cannot be sure of the market value of the consideration they will receive upon completion of the transactions.

DLR stockholders and INXN shareholders will be diluted by the transactions.

The transactions will dilute the ownership position of DLR’s stockholders and result in INXN shareholders having an ownership stake in DLR that is smaller than their current stake in INXN. Upon completion of the transactions, DLR estimates that continuing DLR stockholders will own approximately 80% of the issued and outstanding common stock of DLR, and former INXN shareholders will own approximately 20% of the issued and outstanding common stock of DLR. Consequently, DLR stockholders and INXN shareholders, as a general matter, will have less influence over the management and policies of DLR after the completion of the transactions than each currently exercise over the management and policies of DLR and INXN, as applicable.

INXN shareholders that do not tender their shares in the offer will generally be subject to Dutch dividend withholding tax.

In the scenario in which Buyer acquires less than 95% of the INXN shares, INXN or Intrepid I (as applicable) will be immediately dissolved and liquidated, as a result of which non-tendering holders of INXN shares will receive shares of DLR common stock (or cash in lieu of fractional shares of DLR common stock). The consideration per INXN share to be received pursuant to the post-offer reorganization is the same as the offer ratio, except that the receipt of shares of DLR common stock (or cash in lieu of fractional shares of DLR common stock) pursuant to the liquidation generally will be subject to applicable withholding taxes (including Dutch dividend withholding tax), which will cause the net value of the consideration to be received by the non-tendering holders of INXN shares in the liquidation to be less than the net value of the consideration such non-tendering holders of INXN shares would have received had they tendered their INXN shares in the offer. Holders of INXN shares who receive shares of DLR common stock or cash (including cash in lieu of fractional shares of DLR common stock) pursuant to the offer or in the compulsory acquisition, as applicable, generally will not be subject to Dutch dividend withholding tax.

The purchase agreement includes customary representations, warranties and covenants of DLR, Buyer and INXN. Until the earlier of the termination of the purchase agreement and the completion of the transactions, INXN has agreed to operate its and its subsidiaries’ businesses in the ordinary course consistent with past practice and has agreed to certain other operating covenants, as set forth more fully in the purchase agreement. The purchase agreement grants DLR or Buyer the right to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%). DLR or Buyer may reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%) without INXN consent, and if reduced, a lesser number of shares would be required to tender to close the offer. No further vote or other action on the part of any shareholder of INXN or stockholder of DLR will be required if DLR or Buyer reduces the minimum condition. The eighty percent (80%) minimum condition threshold is a contractual agreement between DLR, Buyer and INXN. DLR or Buyer would consider reducing the minimum condition to sixty-six and two-thirds percent (66 2/3%) if doing so was necessary in their view to consummate the closing of the transactions contemplated by the purchase agreement and DLR were to conclude that the tax consequences of doing so would be acceptable in its sole discretion. In the event that DLR or Buyer determines to reduce the minimum condition, DLR will, if necessary, supplement this proxy statement/prospectus, including with the most current available information with respect to potential material tax consequences, if any.

In addition, Buyer’s obligation to purchase the INXN shares validly tendered and not properly withdrawn pursuant to the offer is subject to the satisfaction or waiver of various closing conditions, including that certain required regulatory approvals shall have been received and be in full force and effect or their relevant waiting periods (and any extension thereof) shall have expired or been terminated. DLR, Buyer and INXN have agreed to use their respective reasonable best efforts to obtain such required approvals.

There can be no assurance that the conditions to closing of the transactions will be satisfied or waived or that the transactions will be completed. Failure to consummate the transactions may adversely affect DLR’s or INXN’s results of operations and business prospects for the following reasons, among others: (i) each of DLR and INXN will incur certain transaction costs, regardless of whether the transactions close, which could adversely affect each company’s respective financial condition, results of operations and ability to make distributions to its security holders; and (ii) the transactions, whether or not they close, will divert the attention of certain management and other key employees of DLR and INXN from ongoing business activities, including the pursuit of other opportunities that could be beneficial to DLR or INXN, respectively. In addition, DLR or INXN may terminate the purchase agreement under certain circumstances, which may require DLR to pay INXN a

termination fee of $254.3 million, or may require INXN to pay DLR a termination fee of $72.6 million (in each case exclusive of value-added tax, if applicable). If the transactions are not consummated, the price of DLR’s common stock might decline.

The pendency of the transactions could adversely affect the business and operations of DLR and INXN.

Prior to the completion of the transactions, some customers, prospective customers or vendors of each of DLR and INXN may delay or defer decisions, which could negatively affect the revenues, earnings, cash flows and expenses of DLR and INXN, regardless of whether the transactions are completed. Similarly, current and prospective employees of DLR and INXN may experience uncertainty about their future roles with DLR following the transactions, which may adversely affect the ability of each of DLR and INXN to attract and retain key personnel during the pendency of the transactions. In addition, during the pendency of the transactions, DLR has agreed not to: declare or pay any dividend, other than in the ordinary course of business; enter into a material new line of business unrelated to the current business lines; or knowingly take or fail to any action which would reasonably be expected to cause DLR to fail to qualify as a real estate investment trust, which we refer to as a REIT, among other things. Similarly, during the pendency of the transactions, INXN has agreed not to: pursue strategic transactions; undertake significant capital projects; undertake certain significant financing transactions; incur significant indebtedness; modify, amend, renew, or extend any material customer contract other than in the ordinary course of business; hire any new senior management employees; or otherwise pursue certain material actions, even if such actions would prove beneficial to INXN.

Upon the occurrence of certain events, the board of directors of DLR may change its recommendation to stockholders with respect to the transactions.

Before the approval by DLR stockholders of the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement, the DLR board may, upon the occurrence of an “intervening event” (as defined and further described herein), withdraw its recommendation of the issuance and terminate the purchase agreement if, among other things, the DLR board determines in good faith, after consultation with outside legal counsel and financial advisors, that failure to take such action would be inconsistent with the directors’ duties under the laws of the State of Maryland. If the purchase agreement is terminated due to a change in the recommendation of the DLR board of directors, DLR will be obligated to pay to INXN termination compensation equal to $254.3 million in cash (exclusive of value-added tax, if applicable).

The failure to complete the transactions contemplated by the purchase agreement following a DLR adverse recommendation change, and the payment of termination compensation to INXN, could have a material adverse effect on DLR’s stock price, results of operations and reputation.

The purchase agreement contains provisions that could discourage a potential competing acquirer of INXN or could result in a competing proposal being at a lower price than it might otherwise be.

The purchase agreement contains provisions that, subject to limited exceptions necessary to comply with the duties of the INXN board, restrict the ability of INXN to solicit or initiate discussions with any third party regarding alternative acquisition proposals (as defined in the purchase agreement) or participate in any discussions or negotiations with any third party regarding such proposals. Subject to certain exceptions, the INXN board is not permitted to (a) withhold, withdraw, qualify or modify its recommendation to its shareholders to accept the offer and approve and adopt certain matters, including the transactions contemplated by the purchase agreement, which we refer to as the INXN recommendation, (b) recommend, adopt or approve any alternative acquisition proposal, (c) publicly make any recommendation in connection with an alternative acquisition proposal other than a recommendation against such proposal, (d) fail to publicly and without qualification recommend against any alternative acquisition proposal or fail to reaffirm the INXN recommendation within certain specified time periods (any such action in this paragraph we refer to as an adverse recommendation change), (e) publicly propose to do any of the foregoing or (f) approve or recommend

or allow INXN or any affiliates to execute or enter into any agreement relating to any alternative acquisition proposal.

Solely in response to a superior proposal (as defined in the purchase agreement) received by the INXN board, which must be (i) more favorable to INXN and its shareholders and (ii) include offer consideration with a value that exceeds the offer consideration by at least 7%, the INXN board may at any time prior to the expiration time make an adverse recommendation change, or terminate the purchase agreement and enter into an alternative acquisition agreement (as defined in the purchase agreement) with respect to a superior proposal if, (a) INXN has provided to DLR and Buyer four business days’ prior written notice of the existence of and material terms and conditions of the superior proposal; (b) INXN has engaged in good faith negotiations with DLR and Buyer to amend the purchase agreement to make the purchase agreement at least as favorable as the alternative acquisition proposal; and (c) the INXN board has determined that, in light of such superior proposal and taking into account any revised terms proposed by DLR, that the failure to effectuate an adverse recommendation change and/or terminate the purchase agreement would be inconsistent with the directors’ fiduciary duties under the laws of the Netherlands.

These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of INXN from considering or proposing such an acquisition, even if the potential competing acquirer was prepared to pay consideration with a higher per share value than the value proposed to be received or realized in the transactions, or might result in a potential competing acquirer proposing to pay a lower per share value than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the purchase agreement.

If the offer is not consummated by the end date, either DLR or INXN may terminate the purchase agreement.

The purchase agreement contains certain termination rights, including, but not limited to, the right of either party to terminate the purchase agreement if the offer is not consummated on or before 11:59 p.m. (New York City time) on October 29, 2020, which we refer to as the end date, provided, that if all of the offer conditions shall have been satisfied (other than the condition that all Required Approvals (as defined in the purchase agreement) shall have been received), the end date shall automatically extend until the date that is 90 days following the initial end date.

The transactions will result in changes to the board of directors and management of DLR and INXN or Intrepid I, as applicable, following the post-offer reorganization.

The board of directors of DLR will consist of nine board members designated by DLR and one board member designated by INXN. Laurence A. Chapman, the current chairman of the DLR board, will serve as chairman of the DLR board. This new composition of the DLR board may affect the future decisions of DLR.

In addition, INXN will designate one of the current members of its board of directors to join the board of directors of DLR as of the closing.

Stockholder litigation against DLR and INXN could result in an injunction preventing completion of the transactions, the payment of damages in the event the transactions are completed and/or may adversely affect the combined company’s business, financial condition or results of operations following the transactions.

In connection with transactions similar to the transactions contemplated by the purchase agreement, purported stockholders of the companies involved in such transactions have filed class action lawsuits against such companies and their boards of directors. If stockholder litigation were to be brought, the plaintiffs may seek to enjoin the transactions, among other remedies. If a court were to refuse to dismiss such lawsuits or we were unable to reach a settlement with the plaintiffs, these actions could prevent or delay completion of the transactions and result in substantial costs to DLR and INXN, including any costs associated with the

indemnification of directors. Any litigation relating to the transactions could distract DLR or INXN from pursuing the consummation of the transactions and other potentially beneficial business opportunities. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the transactions are completed may adversely affect the combined company’s business, financial condition or results of operations.

Risks Related to DLR Following the Transactions

Following the transactions, DLR may be unable to integrate the businesses of DLR and INXN successfully and realize the anticipated synergies and other benefits of the transactions or do so within the anticipated timeframe.

The transactions involve the combination of two companies that currently operate as independent public companies. DLR is expected to benefit from the elimination of duplicative costs associated with supporting a public company platform, technologies and systems. These savings are expected to be realized upon full integration following the closing of the transactions. However, DLR will be required to devote significant management attention and resources to integrating the business practices and operations of DLR and INXN. Potential difficulties or liabilities DLR may encounter in the integration process include the following:

•

the inability to successfully combine the businesses of DLR and INXN in a manner that permits DLR to achieve the cost savings anticipated to result from the transactions, which would result in the anticipated benefits of the transactions not being realized in the timeframe currently anticipated or at all;

•

tax liabilities that may become due as a result of the integration of the businesses of DLR and INXN or the post-offer reorganization;

•

the complexities associated with managing the combined businesses out of several different locations and integrating personnel from the two companies;

•

the additional complexities of combining two companies with different histories, cultures, regulatory restrictions, markets and customer bases;

•

potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the transactions; and

•

performance shortfalls as a result of the diversion of management’s attention caused by completing the transactions and integrating the companies’ operations.

For all these reasons, it is possible that the integration process could result in the distraction of DLR’s management, the disruption of DLR’s ongoing business or inconsistencies in DLR’s operations, services, standards, controls, procedures and policies, any of which could adversely affect the ability of DLR to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the transactions, or could otherwise adversely affect the business and financial results of DLR.

Following the transactions, DLR may be unable to retain key employees.

The success of DLR after the transactions will depend in part upon its ability to retain key DLR and INXN employees. Key employees may depart either before or after the transactions because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with DLR following the transactions. Accordingly, no assurance can be given that DLR, INXN or, following the transactions, DLR will be able to retain key employees to the same extent as in the past.

DLR’s anticipated level of indebtedness may increase upon completion of the transactions and may increase the related risks DLR now faces.

In connection with the transactions, DLR will assume and/or refinance certain indebtedness of INXN totaling approximately $1.5 billion and may be subject to increased risks associated with debt financing,

including the risk that DLR’s cash flow could be insufficient to meet required payments on its debt. On September 30, 2019, DLR had indebtedness of $11.2 billion, which consisted of a total of $11.1 billion of outstanding unsecured debt, including $1.8 billion of outstanding borrowings under its global revolving credit facilities, and a total of $0.1 billion of outstanding secured debt. After giving effect to the transactions, DLR’s total pro forma consolidated indebtedness will increase. Taking into account DLR’s existing indebtedness and the assumption and/or refinancing of indebtedness in the transactions, DLR’s pro forma consolidated indebtedness as of September 30, 2019, after giving effect to the transactions, would be approximately $12.7 billion, consisting of a total of $12.5 billion of outstanding unsecured debt, including $1.8 billion of outstanding borrowings under its global revolving credit facilities, and a total of $0.2 billion of outstanding secured debt. As of January 3, 2020, the latest practicable date before the date of this proxy statement/prospectus, DLR had an outstanding balance of $246.2 million for its global revolving credit facilities, and INXN had no outstanding balance on its revolving credit facility.

DLR’s increased indebtedness could have important consequences to holders of its common stock and preferred stock, including INXN shareholders who receive DLR common stock in the transactions, including:

•

increasing DLR’s vulnerability to general adverse economic and industry conditions;

•

limiting DLR’s ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements;

•

requiring the use of a substantial portion of DLR’s cash flow from operations for the payment of principal and interest on its indebtedness, thereby reducing its ability to use its cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements;

•

limiting DLR’s flexibility in planning for, or reacting to, changes in its business and its industry; and

•

putting DLR at a disadvantage compared to its competitors with less indebtedness.

If DLR defaults under a mortgage loan, it may automatically be in default under any other loan that has cross-default provisions, and it may lose the properties securing these loans. Although DLR anticipates that it will pay off its mortgage payables if and when prepayment penalties and other costs and considerations make it economically feasible to do so, DLR cannot anticipate when such payment will occur.

The future results of DLR will suffer if DLR does not effectively manage its expanded operations following the transactions.

Following the transactions, DLR expects to continue to expand its operations through additional acquisitions and development, some of which may involve complex challenges. The future success of DLR will depend, in part, upon the ability of DLR to manage its development and expansion opportunities, which may pose substantial challenges for DLR to complete development projects and integrate new operations into its existing business in an efficient and timely manner, and upon its ability to successfully monitor its operations, costs, regulatory compliance and service quality, and to maintain other necessary internal controls. There is no assurance that DLR’s development, expansion or acquisition opportunities will be successful, or that DLR will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.

Counterparties to certain significant agreements with DLR or INXN may exercise contractual rights under such agreements in connection with the transactions.

DLR and INXN are each party to certain agreements, including certain ground leases and customer contracts, that give the counterparty certain rights following a “change in control,” including in some cases the right to terminate the agreement. Under some such agreements, the closing of the offer may constitute a change in control and therefore the counterparty may exercise certain rights under the agreement upon the closing of the transactions. Any such counterparty may request modifications of their respective agreements as a condition to

granting a waiver or consent under their agreement. There can be no assurances that such counterparties will not exercise their rights under these agreements, including termination rights where available, or that the exercise of any such rights under, or modification of, these agreements will not adversely affect the business or operations of DLR.

DLR expects to incur substantial expenses related to the transactions.

DLR expects to incur substantial expenses in connection with completing the transactions and integrating the business, operations, networks, systems, technologies, policies and procedures of INXN with those of DLR. There are several systems that must be integrated, including accounting and finance and asset management. While DLR has assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of DLR’s integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the transaction and integration expenses associated with the transactions could, particularly in the near term, exceed the savings that DLR expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the businesses following the completion of the transactions.

Risks Related to an Investment in DLR Common Stock Following the Offer

The market price and trading volume of DLR common stock may be volatile.

The U.S. stock markets, including the NYSE, on which DLR common stock is listed under the symbol “DLR”, have experienced significant price and volume fluctuations. As a result, the market price of shares of DLR common stock is likely to be similarly volatile, and investors in shares of DLR common stock may experience a decrease in the value of their shares, including decreases unrelated to DLR’s operating performance or prospects. DLR and Buyer cannot assure you that the market price of DLR common stock will not fluctuate or decline significantly in the future.

In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect DLR’s share price or result in fluctuations in the price or trading volume of DLR shares, including:

•

the annual yield from distributions on DLR common stock as compared to yields on other financial instruments;

•

equity issuances by DLR, or future sales of substantial amounts of DLR shares by its existing or future stockholders, or the perception that such issuances or future sales may occur;

•

increases in market interest rates or a decrease in DLR’s distributions to stockholders that lead purchasers of DLR common stock to demand a higher yield;

•

changes in market valuations of similar companies;

•

fluctuations in stock market prices and volumes;

•

additions or departures of key management personnel;

•

DLR’s operating performance and the performance of other similar companies;

•

actual or anticipated differences in DLR’s quarterly operating results;

•

changes in expectations of future financial performance or changes in estimates of securities analysts;

•

publication of research reports about DLR or its industry by securities analysts;

•

failure to qualify as a REIT for U.S. federal income tax purposes;

•

adverse market reaction to any indebtedness DLR incurs in the future;

•

strategic decisions by DLR or its competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;

•

the passage of legislation or other regulatory developments that adversely affect DLR or its industry;

•

speculation in the press or investment community;

•

changes in DLR’s earnings;

•

failure to satisfy the listing requirements of the NYSE;

•

failure to comply with the requirements of the Sarbanes-Oxley Act;

•

actions by institutional stockholders of DLR;

•

changes in accounting principles; and

•

general economic and/or market conditions, including factors unrelated to DLR’s performance.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert DLR’s management’s attention and resources, which could have a material adverse effect on DLR’s cash flows, its ability to execute its business strategy and DLR’s ability to make distributions to its stockholders.

The market price of shares of the common stock of DLR may be affected by factors different from those affecting the prices of shares of DLR common stock or INXN shares before the transactions.

The results of operations of DLR, as well as the market price of the common stock of DLR, after the transactions may be affected by other factors in addition to those currently affecting DLR’s or INXN’s results of operations and the market prices of DLR common stock and INXN shares. These factors include:

•

a greater number of shares of DLR common stock outstanding as compared to the number of currently outstanding shares of DLR common stock;

•

different stockholders; and

•

different assets and capitalizations.

Accordingly, the historical market prices and financial results of DLR and INXN may not be indicative for DLR after the transactions. For a discussion of the businesses of DLR and INXN and certain risks to consider in connection with investing in those businesses, see the documents incorporated by reference by DLR and INXN into this proxy statement/prospectus referred to under “Where You Can Find More Information and Incorporation by Reference.”

The market price of DLR’s common stock may decline as a result of the transactions.

The market price of DLR’s common stock may decline as a result of the transactions if DLR does not achieve the perceived benefits of the transactions as rapidly or to the extent anticipated by financial or industry analysts, or the effect of the transactions on DLR’s financial results is not consistent with the expectations of financial or industry analysts.

In addition, upon consummation of the transactions, DLR stockholders and INXN shareholders will own interests in DLR operating an expanded business with a different mix of properties, risks and liabilities. Current DLR stockholders and INXN shareholders may not wish to continue to invest in DLR, or for other reasons may wish to dispose of some or all of their shares of DLR’s common stock. If, following the closing of the transactions, large amounts of DLR’s common stock are sold, the price of DLR’s common stock could decline.

After the transactions are completed, INXN shareholders who receive shares of DLR common stock in the transactions will have different rights that may be less favorable than their current rights as INXN shareholders.

After the closing of the transactions, INXN shareholders who receive shares of DLR common stock in the transactions will have different rights than they currently have as INXN shareholders. For a detailed discussion of the significant differences between the current rights as a shareholder of INXN and the rights as a stockholder of DLR following the transactions, see “Comparison of Rights of the DLR Stockholders and the INXN Shareholders” beginning on page 147.

DLR and Buyer cannot assure you that DLR will be able to continue paying dividends at or above the rates currently paid by DLR.

The stockholders of DLR may not receive dividends at the same rate they received dividends as DLR stockholders and as INXN shareholders prior to the transactions being consummated for various reasons, including the following:

•

DLR may not have enough cash to pay such dividends due to changes in DLR’s cash requirements, capital spending plans, cash flow or financial position;

•

decisions on whether, when and in which amounts to make any future distributions will remain at all times entirely at the discretion of the DLR board, which reserves the right to change DLR’s current dividend practices at any time and for any reason;

•

DLR may desire to retain cash to maintain or improve its credit ratings; and

•

the amount of dividends that DLR’s subsidiaries may distribute to DLR may be subject to restrictions imposed by state law, restrictions that may be imposed by state regulators, and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur.

Stockholders of DLR will have no contractual or other legal right to dividends that have not been authorized by the DLR board.

DLR may need to incur additional indebtedness in the future.

In connection with executing DLR’s business strategies following the transactions, DLR expects to evaluate the possibility of additional acquisitions and strategic investments, and DLR may elect to finance these endeavors by incurring additional indebtedness. The amount of such indebtedness could have material adverse consequences for DLR, including hindering DLR’s ability to adjust to changing market, industry or economic conditions; limiting DLR’s ability to access the capital markets to refinance maturing debt or to fund acquisitions or emerging businesses; limiting the amount of free cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses; making DLR more vulnerable to economic or industry downturns, including interest rate increases; and placing DLR at a competitive disadvantage compared to less leveraged competitors.

The historical and unaudited pro forma combined financial information included elsewhere in this proxy statement/prospectus may not be representative of DLR’s results following the closing of the transactions, and accordingly, you have limited financial information on which to evaluate DLR.

The unaudited pro forma combined financial information included elsewhere in this proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the transactions been completed as of the dates indicated, nor is it indicative of the future operating results or financial position of DLR. The unaudited pro forma combined financial information does not reflect future events that may occur after the closing of the

transactions, including the costs related to the planned integration of the two companies and any future nonrecurring charges resulting from the transactions, and does not consider potential impacts of current market conditions on revenues or expense efficiencies. The unaudited pro forma combined financial information presented elsewhere in this proxy statement/prospectus is based in part on certain assumptions regarding the transactions that DLR and INXN believe are reasonable under the circumstances. DLR, Buyer and INXN cannot assure you that the assumptions will prove to be accurate over time.

The exchange of INXN shares for shares of DLR common stock or cash pursuant to the offer or the post-offer reorganization will be a taxable transaction for U.S. federal income tax purposes.

The exchange of INXN shares for shares of DLR common stock and any cash (including cash in lieu of fractional shares of DLR common stock) pursuant to the offer will be a taxable transaction for U.S. federal income tax purposes for U.S. holders of INXN shares. In addition, the exchange of INXN shares for any shares of DLR common stock or cash (including cash in lieu of fractional shares of DLR common stock and any cash proceeds from a sale of DLR common stock by the exchange agent to satisfy any applicable Dutch dividend withholding tax) pursuant to the post-offer reorganization will be a taxable transaction for U.S. federal income tax purposes for U.S. holders of INXN shares. Each U.S. holder of INXN shares will generally be required to include in taxable income the excess of the fair market value of any DLR common stock or cash received in the offer or the post-offer reorganization (including cash in lieu of fractional shares of DLR common stock and any cash proceeds from a sale of DLR common stock by the exchange agent to satisfy any applicable Dutch dividend withholding tax) over such holder’s tax basis in the INXN shares exchanged. See the information under “The Offer — Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares” beginning on page 84 for a discussion of material U.S. federal income tax consequences of the offer and the post-offer reorganization to U.S. holders of INXN shares. Non-U.S. holders of INXN shares should consult their tax advisors regarding the tax consequences of the offer and the post-offer reorganization to such holders.

DLR may incur adverse tax consequences if DLR has failed or fails to qualify as a REIT for U.S. federal income tax purposes.

DLR has operated in a manner that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes under the Internal Revenue Code as 1986, as amended, or the Code, and intends to continue to do so through the time of the completion of the transactions. DLR intends to continue operating in such a manner following the completion of the transactions. DLR has not requested nor does it plan to request a ruling from the Internal Revenue Service, or the IRS, that it qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury Regulations is greater in the case of a REIT, like DLR, that holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within the control of DLR may affect its ability to qualify as a REIT. In order to qualify as a REIT, DLR must satisfy a number of requirements, including requirements regarding the ownership of its stock and the composition of its gross income and assets. Also, a REIT must make distributions to stockholders aggregating annually at least 90% of its net taxable income, excluding any net capital gains.

If DLR loses its REIT status, or is determined to have lost its REIT status in a prior year, it will face serious tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its stockholders, because:

•

it would be subject to U.S. federal corporate income tax on its net income for the years it did not qualify for taxation as a REIT (and, for such years, would not be allowed a deduction for dividends paid to stockholders in computing its taxable income);

•

it could be subject to the U.S. federal alternative minimum tax (for taxable years ending on or prior to December 31, 2017) and possibly increased state and local taxes for such periods;

•

unless it is entitled to relief under applicable statutory provisions, neither it nor any “successor” company could elect to be taxed as a REIT until the fifth taxable year following the year during which it was disqualified; and

•

for five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, it could be subject to corporate level tax with respect to any built-in gain inherent in such asset at the time of re-election.

If there is an adjustment to DLR’s taxable income or dividends paid deductions, DLR could elect to use the deficiency dividend procedure in order to maintain DLR’s REIT status. That deficiency dividend procedure could require DLR to make significant distributions to its stockholders and to pay significant interest to the IRS.

As a result of all these factors, DLR’s failure to qualify as a REIT could impair DLR’s ability to expand its business and raise capital, and would materially adversely affect the value of its stock. In addition, for years in which DLR does not qualify as a REIT, it would not otherwise be required to make distributions to stockholders.

In certain circumstances, even if DLR qualifies as a REIT, it and its subsidiaries may be subject to certain U.S. federal, state, and other taxes, which would reduce DLR’s cash available for distribution to its stockholders.

Even if DLR has qualified and continues to qualify as a REIT, it may be subject to some U.S. federal, state and local taxes on its income or property and, in certain cases, a 100% penalty tax, in the event it sells property as a dealer. In addition, DLR’s U.S. corporate subsidiaries that are taxable REIT subsidiaries could be subject to U.S. federal and state taxes, and its non-U.S. properties and companies are subject to tax in the jurisdictions in which they operate and are located. Any U.S. federal, state or other taxes DLR pays will reduce its cash available for distribution to stockholders. See the information under the heading “United States Federal Income Tax Considerations” in Item 8.01 of the combined Current Report on Form 8-K of DLR and DLR OP, filed with the SEC on January 4, 2019, which we refer to as the January 2019 Current Report and the discussion under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1 to the January 2019 Current Report.

DLR and INXN face other risks.

The foregoing risks are not exhaustive, and you should be aware that, following the transactions, DLR will face various other risks, including those discussed in reports filed by DLR and INXN with the SEC. See “Where You Can Find More Information and Incorporation by Reference” beginning on page 183.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus contain forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which DLR and INXN operate and beliefs of, and assumptions made by, DLR management and INXN management and involve uncertainties that could significantly affect the financial results of DLR or INXN. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the business combination transaction involving DLR and INXN, including future financial and operating results, and DLR’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that DLR and INXN expect or anticipate will occur in the future — including statements relating to expected synergies, improved liquidity and balance sheet strength — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. DLR and INXN can give no assurance that their expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to:

•

each of DLR’s and INXN’s success, or the success of DLR, in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate acquisitions or investments;

•

changes in national, regional and local economic conditions;

•

changes in financial markets and interest rates, or to the business or financial condition of DLR or INXN or their respective businesses;

•

the nature and extent of future competition;

•

each of DLR’s and INXN’s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due;

•

the ability and willingness of DLR to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations;

•

availability to DLR and INXN of financing and capital;

•

each of DLR’s and INXN’s ability to deliver high quality properties and services, to attract and retain qualified personnel and to attract and retain customers;

•

the impact of any financial, accounting, legal or regulatory issues or litigation that may affect DLR or INXN;

•

risks associated with achieving expected revenue synergies or cost savings as a result of the transactions;

•

risks associated with the companies’ ability to consummate the transactions, the timing of the closing of the transactions and unexpected costs or unexpected liabilities that may arise from the transactions, whether or not consummated; and

•

those additional risks and factors discussed in reports filed with the SEC by DLR and filed with or furnished to the SEC by INXN from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q, with respect to DLR, and Forms 20-F and 6-K, with respect to INXN, which are incorporated herein by reference.

Should one or more of the risks or uncertainties described above or elsewhere in this proxy statement/prospectus occur, or should underlying assumptions prove incorrect, actual results and plans could differ

materially from those expressed in any forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this proxy statement/prospectus.

All forward-looking statements, expressed or implied, included in this proxy statement/prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that DLR, INXN or persons acting on their behalf may issue.

Neither DLR nor INXN undertakes any duty to update any forward-looking statements appearing in this proxy statement/prospectus.

THE COMPANIES

Digital Realty Trust, Inc. and Digital Realty Trust, L.P.

Four Embarcadero Center

Suite 3200

San Francisco, CA 94111

DLR, through its controlling interest in DLR OP and the subsidiaries of DLR OP, delivers comprehensive space, power, and interconnection solutions that enable its customers and partners to connect with each other and service their own customers on a global technology and real estate platform. DLR is a leading global provider of data center, colocation and interconnection solutions for customers across a variety of industry verticals ranging from cloud and information technology services, social networking and communications to financial services, manufacturing, energy, healthcare, and consumer products. DLR OP, a Maryland limited partnership, is the entity through which DLR, a Maryland corporation, conducts its business of owning, acquiring, developing and operating data centers. DLR operates as a REIT for U.S. federal income tax purposes.

As of September 30, 2019, DLR’s portfolio consisted of 223 data centers operated through DLR OP, including 38 data centers held as investments in unconsolidated joint ventures. These data centers are mainly located throughout North America, with 41 located in Europe, 19 in Latin America, eight in Asia and five in Australia.

DLR is diversified in major metropolitan areas where data center and technology customers are concentrated, including the Atlanta, Boston, Chicago, Dallas, Los Angeles, New York, Northern Virginia, Phoenix, San Francisco, Seattle, Silicon Valley and Toronto metropolitan areas in North America, the Amsterdam, Dublin, Frankfurt, London and Paris metropolitan areas in Europe, the Fortaleza, Rio de Janeiro, Santiago and São Paulo metropolitan areas in Latin America, and the Hong Kong, Melbourne, Osaka, Seoul, Singapore, Sydney, and Tokyo metropolitan areas in the Asia Pacific region. DLR’s portfolio consists of data centers, Internet gateway facilities and office and other non-data center space.

As of September 30, 2019, DLR’s portfolio included 223 data centers, including 38 data centers held as investments in unconsolidated joint ventures, with approximately 36.0 million rentable square feet including approximately 3.6 million square feet of space under active development and approximately 2.3 million square feet of space held for development. The 38 data centers held as investments in unconsolidated joint ventures had an aggregate of approximately 4.0 million rentable square feet as of September 30, 2019. The 26 parcels of developable land DLR owns as of September 30, 2019 comprised approximately 953 acres. A significant component of DLR’s current and future growth is expected to be generated through the development of existing space held for future development and acquisition of new properties.

As of September 30, 2019, DLR’s portfolio, including the 38 data centers held as investments in unconsolidated joint ventures, was approximately 87.4% leased excluding approximately 3.6 million square feet of space under active development and approximately 2.3 million square feet of space held for development.

DLR was incorporated in the state of Maryland on March 9, 2004. DLR OP was organized in the state of Maryland on July 21, 2004. DLR’s principal executive offices are located at Four Embarcadero Center, Suite 3200, San Francisco, California 94111. DLR’s telephone number at that location is (415) 738-6500. DLR’s website is located at www.digitalrealty.com. The information found on, or otherwise accessible through, DLR’s website is not incorporated into, and does not form a part of, this proxy statement/prospectus or any other report or document DLR files with or furnishes to the SEC.

InterXion Holding N.V.

Scorpius 30

2132 LR Hoofdorp, the Netherlands

+31 20 880 7600

INXN, a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands, is a leading provider of carrier and cloud-neutral colocation data center services in Europe, serving a wide range of customers through more than 50 data centers in 11 European countries. INXN’s uniformly designed, energy efficient data centers offer customers extensive security and uptime for their mission-critical applications. With over 700 connectivity providers, 21 European Internet exchanges, and most leading cloud and digital media platforms across its footprint, INXN has created connectivity, cloud, content and finance hubs that foster growing customer communities of interest.

INXN is a Dutch public limited liability company with its principal executive offices located at Scorpius 30, 2132 LR Hoofddorp, the Netherlands, and its telephone number at this address is +31 20 880 7600.

For additional information concerning INXN’s business, see Item 4 of INXN’s Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on April 30, 2019.

Digital Intrepid Holding B.V.

Digital Intrepid Holding B.V.

Prins Bernhardplein 200

1097 JB Amsterdam, the Netherlands

+31 20 521 4777

Buyer is a company organized under the laws of the Netherlands and an indirect subsidiary of DLR that was formed on April 30, 2018, solely for the purpose of entering into the purchase agreement and the transactions contemplated therein. To date, Buyer has not conducted any material activities other than those incidental to its formation, entering into the purchase agreement and the matters contemplated by the purchase agreement. On November 25, 2019, Buyer formed Intrepid I to facilitate the legal merger.

Intrepid I B.V.

Intrepid I B.V.

Paul van Vlissingenstraat 16

1096 BK Amsterdam, the Netherlands

(415) 738-6500

Intrepid I is a company organized under the laws of the Netherlands and a direct subsidiary of Buyer that was formed on November 25, 2019, solely for the purpose of effectuating the legal merger. As described in “The Purchase Agreement” beginning on page 92, the transactions contemplate the potential liquidation of Intrepid I.

Intrepid II B.V.

Intrepid II B.V.

Paul van Vlissingenstraat 16

1096 BK Amsterdam, the Netherlands

(415) 738-6500

Intrepid II is a company organized under the laws of the Netherlands and an indirect subsidiary of Buyer that was formed on November 25, 2019, solely for the purpose of effectuating the legal merger. To date, Intrepid II has not conducted any material activities other than those incidental to its formation and the matters contemplated by the purchase agreement.

THE DLR SPECIAL MEETING

This proxy statement/prospectus and accompanying form of proxy statement are first being mailed to the DLR stockholders on or about , 2020.

Date, Time, Place and Purpose of the DLR Special Meeting

The special meeting of the DLR stockholders will be held at Four Embarcadero Center, Suite 3200, San Francisco, CA 94111 on , 2020, commencing at 10:30 a.m., local time for the following purposes:

to consider and vote on a proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards); and

Recommendation of the DLR Board of Directors

The DLR board has unanimously (i) determined and declared that the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, including the issuance of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement, are advisable and in the best interests of DLR and its stockholders, (ii) approved the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, and (iii) authorized and approved the issuance of shares of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards). The DLR board unanimously recommends that DLR stockholders vote FOR the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards), and FOR the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement. For the reasons for this recommendation, see “The Offer — Recommendation of the DLR Board of Directors and Its Reasons for the Offer” beginning on page 58.

DLR Record Date; Who Can Vote at the DLR Special Meeting

Only holders of record of DLR common stock at the close of business on , 2020, which we refer to as DLR’s record date, are entitled to notice of, and to vote at, the DLR special meeting and any adjournment or postponement of the special meeting. As of the record date, there were shares of DLR common stock outstanding and entitled to vote at the DLR special meeting, held by approximately stockholders of record.

Each share of DLR common stock owned on DLR’s record date is entitled to one vote on each proposal at the DLR special meeting.

Required Vote; Quorum

Approval of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and

settlement of INXN equity-based awards) requires the affirmative vote of a majority of all votes cast on such proposal.

Regardless of the number of shares of DLR common stock you own, your vote is important. Please complete, sign, date and promptly return the enclosed proxy card today or authorize a proxy to vote your shares by phone or Internet.

DLR’s bylaws provide that the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter constitutes a quorum at a meeting of its stockholders. Shares that are voted and shares abstaining from voting are treated as being present at the DLR special meeting for purposes of determining whether a quorum is present.

Abstentions and Broker Non-Votes

Abstentions will be counted in determining the presence of a quorum, but broker non-votes will not be counted in determining the presence of a quorum. Although an abstention is not considered a vote cast under Maryland law, abstentions will have the same effect as votes AGAINST the proposal to approve the issuance of shares of Digital Realty common stock in connection with the offer under the rules of the NYSE. Broker non-votes will not be counted as votes cast on such proposal and therefore will have no effect on the outcome of the proposal as long as a quorum is present. Abstentions will have no effect on the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement. Broker non-votes will also have no effect on such proposal.

Manner of Submitting Proxy

DLR stockholders may vote for or against the proposals submitted at the DLR special meeting in person or by proxy. DLR stockholders can authorize a proxy in the following ways:

•

Internet. DLR stockholders may submit a proxy over the Internet by going to www.proxyvote.com. Once at the website, they should follow the instructions to submit a proxy.

•

Telephone. DLR stockholders may submit a proxy using the toll-free number at 1-800-690-6903 and following the recorded instructions. DLR stockholders will be asked to provide the control number from the enclosed proxy card.

•

Mail. DLR stockholders may submit a proxy by completing, signing, dating and returning their proxy card or voting instruction card in the preaddressed postage-paid envelope provided.

DLR stockholders should refer to their proxy cards or the information forwarded by their broker or other nominee to see which options are available to them.

The Internet and telephone proxy submission procedures are designed to authenticate stockholders and to allow them to confirm that their instructions have been properly recorded. If you submit a proxy over the Internet or by telephone, then you need not return a written proxy card or voting instruction card by mail. The Internet and telephone facilities available to record holders will close at 11:59 p.m. Eastern Time on , 2020.

The method by which DLR stockholders submit a proxy will in no way limit their right to vote at the DLR special meeting if they later decide to attend the meeting and vote in person. If shares of DLR common stock are held in the name of a broker or other nominee, DLR stockholders must obtain a proxy, executed in their favor, from the broker or other nominee, to be able to vote in person at the DLR special meeting.

All shares of DLR common stock entitled to vote and represented by properly completed proxies received prior to the DLR special meeting, and not revoked, will be voted at the DLR special meeting as instructed on the proxies. If DLR stockholders of record return properly executed proxies but do not indicate how their shares of DLR common stock should be voted on a proposal, the shares of DLR common stock represented by their properly executed proxy will be voted as the DLR board recommends and therefore, FOR the proposal to approve the issuance of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards), and FOR the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement. If you do not provide voting instructions to your broker or other nominee, your shares of DLR common stock will NOT be voted and will be considered broker non-votes.

Shares Held in “Street Name”

If DLR stockholders hold shares of DLR common stock in an account of a broker or other nominee and they wish to vote such shares, they must return their voting instructions to the broker or other nominee.

If DLR stockholders hold shares of DLR common stock in an account of a broker or other nominee and attend the DLR special meeting, they should bring a letter from their broker or other nominee identifying them as the beneficial owner of such shares of DLR common stock and authorizing them to vote.

If DLR stockholders hold their shares in “street name” and they fail to provide their broker or other nominee with any instructions regarding how to vote their shares of DLR common stock, their shares of DLR common stock held by brokers and other nominees will NOT be voted, and will NOT be present for purposes of determining a quorum.

Revocation of Proxies or Voting Instructions

DLR stockholders of record may change their vote or revoke their proxy at any time before it is exercised at the DLR special meeting by:

•

submitting notice in writing to DLR’s Secretary at Digital Realty Trust, Inc., Four Embarcadero Center, Suite 3200, San Francisco, California 94111, Attn: Corporate Secretary;

•

executing and delivering a later-dated proxy card or submitting a later-dated proxy by telephone or on the Internet; or

•

voting in person at the DLR special meeting.

Attending the DLR special meeting without voting will not revoke your proxy.

DLR stockholders who hold shares of DLR common stock in an account of a broker or other nominee may revoke their voting instructions by following the instructions provided by their broker or other nominee.

Tabulation of Votes

DLR will appoint an Inspector of Election for the DLR special meeting to determine whether a quorum is present and tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies; Payment of Solicitation Expenses

The solicitation of proxies from DLR stockholders is made on behalf of the DLR board. DLR will pay the cost of soliciting proxies from DLR stockholders. DLR has engaged Okapi to assist in the solicitation of proxies for the special meeting and DLR estimates it will pay Okapi a fee of approximately $100,000. DLR has also agreed to reimburse Okapi for reasonable expenses incurred in connection with the proxy solicitation and to indemnify Okapi against certain losses, claims, damages, liabilities and expenses. In addition to mailing proxy solicitation materials, DLR’s directors and officers, and employees of DLR may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to DLR’s directors or officers, or to employees of DLR for such services.

In accordance with the regulations of the SEC and NYSE, DLR also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of shares of DLR common stock.

PROPOSALS SUBMITTED TO DLR STOCKHOLDERS

Common Stock Issuance Proposal

(Proposal 1 on the DLR Proxy Card)

DLR stockholders are asked to approve the issuance of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards). For a summary and detailed information regarding this proposal, see the information about the offer and the purchase agreement throughout this proxy statement/prospectus, including the information set forth in sections entitled “The Offer” beginning on page 53 and “The Purchase Agreement” beginning on page 92. A copy of the purchase agreement is attached as Annex A to this proxy statement/prospectus.

Pursuant to the purchase agreement, approval of this proposal is a condition to the closing of the offer. If the proposal is not approved, the offer will not be completed.

DLR is requesting that DLR stockholders approve the issuance of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards). Approval of this proposal requires the affirmative vote of a majority of all votes cast at the special meeting on the proposal.

Recommendation of the DLR Board of Directors

The DLR board unanimously recommends that DLR stockholders vote FOR the proposal to approve the issuance of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards).

DLR Adjournment Proposal

(Proposal 2 on the DLR Proxy Card)

The DLR stockholders are being asked to approve a proposal that will give the chairman of the DLR special meeting the authority to adjourn the DLR special meeting one or more times to another date, time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies, if necessary or appropriate, to obtain additional votes in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement if there are not sufficient votes at the time of the DLR special meeting to approve such proposal.

If, at the DLR special meeting, the number of shares of DLR common stock present in person or represented by proxy and voting in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement is insufficient to approve the proposal, DLR intends to move to adjourn the DLR special meeting in order to enable the DLR board to solicit additional proxies for approval of the proposal.

DLR is asking DLR stockholders to approve one or more adjournments of the special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement. Approval of this proposal requires the affirmative vote of a majority of all votes cast at the special meeting on the proposal.

Recommendation of the DLR Board of Directors

The DLR board unanimously recommends that DLR stockholders vote FOR the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or

appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

Other Business

No business may be brought before the DLR special meeting except as set forth in the notice.

THE OFFER

The following is a description of the material aspects of the offer. While DLR believes that the following description covers the material terms of the offer, the description may not contain all of the information that is important to DLR stockholders and INXN shareholders. DLR encourages DLR stockholders and INXN shareholders to carefully read this entire proxy statement/prospectus, including the purchase agreement and the other documents attached to this proxy statement/prospectus and incorporated herein by reference, for a more complete understanding of the offer.

General

The DLR board has unanimously declared advisable, and has unanimously approved, the purchase agreement, the offer and the other transactions contemplated by the purchase agreement, including the issuance of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement. Based on, among other factors, the reasons described below in the section entitled “The Offer — Recommendation of the DLR Board of Directors and Its Reasons for the Offer” and the receipt of a fairness opinion from BofA Securities, the DLR board believes that the exchange ratio is fair, from a financial point of view, to DLR. The fairness opinion of BofA Securities is more fully described under the section entitled “The Offer — Opinion of DLR’s Financial Advisor.” Pursuant to the purchase agreement, Buyer shall commence an exchange offer to purchase all of the INXN shares in exchange for 0.7067 shares of DLR common stock per INXN share. INXN’s shareholders shall receive the offer consideration described below under “The Offer — Offer Consideration.”

Background of the Offer

The DLR board and management team have periodically evaluated and considered a variety of financial and strategic opportunities in the process of executing DLR’s long-term strategy of creating value for its stockholders, including potential acquisitions, divestitures, joint ventures, business combinations and other similar strategic transactions.

In the ordinary course of DLR’s ongoing evaluation of business opportunities within the data center industry, DLR and INXN have, from time to time, engaged in discussions regarding the possibility of a transaction between the companies, including discussions between the Chairman of DLR and the Chairman of INXN. In connection with these discussions and related negotiations, DLR has made several proposals to INXN over the past few years with respect to a potential transaction.

On March 23, 2016, a representative of INXN met with the Chief Executive Officer of DLR to discuss a potential transaction between DLR and INXN. Subsequently, on June 20, 2016, DLR and INXN entered into a confidentiality agreement, which we refer to as the Confidentiality Agreement, to permit the exchange of confidential information between the respective companies. The discussions between DLR and INXN in 2016 concluded without reaching agreement on any potential transaction at that time.

Representatives of each of DLR and INXN engaged in further preliminary discussions in early 2017, but discussions between the parties ended without reaching agreement, as each party focused on other business objectives. In September 2017, representatives of DLR further engaged in discussions with representatives of INXN regarding a potential transaction and the parties signed Addendum No. 1 to the Confidentiality Agreement on October 6, 2017 with respect to the treatment of certain sensitive confidential information. After signing such addendum, both parties made available virtual data rooms containing confidential diligence materials and each began further exploring a potential transaction by engaging in more substantive business, financial and legal due diligence. In the process of exploring a potential transaction, the parties commenced work on, and exchanged several drafts of, a purchase agreement and commenced preparation of various ancillary transaction documents to reflect the various post-closing reorganizational steps under applicable Dutch law.

In early 2018, representatives of each of DLR and INXN continued to explore and discuss a potential transaction and amended the Confidentiality Agreement on April 12, 2018 to extend its term to cover these discussions and the exchange of additional confidential information. As part of these discussions the parties again began to perform due diligence and again exchanged further drafts of a purchase agreement and the various ancillary transaction documents related thereto. Discussions between the parties again ended in May 2018 without reaching agreement, as each party again focused on other business objectives, including DLR’s exploration, negotiation and ultimate consummation of the acquisition of Ascenty that occurred in December 2018.

On November 29, 2018, DLR’s Chief Executive Officer met with INXN’s Chief Executive Officer to discuss resuming the parties’ respective exploration of a potential strategic transaction between DLR and INXN. DLR’s Chief Executive Officer subsequently followed up with an email to INXN’s Chief Executive Officer on December 1, 2018, confirming DLR’s interest in re-engaging in discussions and proposing that DLR’s Chief Investment Officer coordinate discussions about a process with a representative of Guggenheim Securities, LLC (INXN’s financial advisor), which we refer to as Guggenheim Securities. Subsequently, representatives of DLR and INXN began further discussing a potential transaction.

In the early part of 2019, DLR began performing due diligence based on publicly available information about INXN and began further exploring the strategic rationale for a transaction with INXN. During the regularly scheduled meeting of the DLR board in February 2019, representatives of DLR management updated the DLR board regarding various strategic opportunities, including the status of the discussions and exploration of a potential transaction with INXN along with the strategic rationale and preliminary financial analysis.

On April 9, 2019, representatives of each of INXN and DLR, together with their respective legal and financial advisors, held a conference call to discuss the diligence process and next steps in the discussions and exploration of a potential transaction. INXN granted DLR and its advisors data room access, although material diligence information was not provided at this time as the parties continued to focus on the business terms and financial analysis with respect to any potential transaction.

On May 13, 2019, the DLR board held a regularly scheduled meeting with representatives of management in attendance at the invitation of the DLR board. During the meeting, representatives of management updated the DLR board regarding various strategic opportunities, including the status of the discussions and exploration of a potential transaction with INXN.

In late May 2019, representatives of INXN delivered to DLR certain financial information requested by DLR to assist in further financial diligence related to a potential transaction. Subsequently, representatives of DLR and INXN continued to discuss a potential transaction.

On June 18, 2019, INXN’s Chief Executive Officer informed representatives of DLR that INXN was going to cease discussions regarding a possible transaction as INXN was focused on other business objectives at that time. INXN subsequently announced and priced a four million share underwritten public offering at $72.75 per share.

On July 29, 2019, representatives of DLR reached out to representatives of Guggenheim Securities, to attempt to reengage with discussions regarding a potential transaction with INXN, including various structuring possibilities, consideration mix and premium. Following these preliminary discussions, representatives of INXN informed representatives of DLR that INXN would be willing to continue to explore a potential transaction between the companies.

On August 13, 2019, the DLR board held a regularly scheduled meeting with representatives of management in attendance at the invitation of the DLR board. During the meeting, representatives of management updated the DLR board regarding various strategic opportunities, including a potential transaction with INXN. Following such update and discussion, the DLR board gave support to DLR’s representatives to continue to discuss a potential transaction with INXN.

On August 18, 2019, DLR’s Chief Executive Officer and INXN’s Chief Executive Officer had a telephone call and discussed the merits of a potential transaction between DLR and INXN along with various other key terms.

On August 19, 2019, DLR made a non-binding oral proposal to acquire all of the shares of INXN at a transaction premium of 15% above the price of a share of INXN at the time of announcement using a combination of cash and stock of DLR, but the precise mix of stock and cash was yet to be determined. DLR also indicated that it was exploring the potential use of a capital partner but no decision had been made at that time. Following these discussions, representatives of DLR and INXN reengaged in further discussions to explore a potential transaction and the parties again amended the Confidentiality Agreement on August 22, 2019 to extend its term.

On August 26, 2019, representatives of each of DLR and INXN, together with their respective advisors, held an organizational call to discuss the process that each party would require to proceed with a potential transaction. During the remainder of August, all of September and the first part of October 2019, representatives of DLR and INXN engaged in various discussions and continued to explore a potential transaction. During this time, DLR and INXN each performed significant financial and accounting due diligence. These due diligence activities continued until shortly prior to the execution of the purchase agreement on October 29, 2019.

On September 12, 2019, DLR’s Chief Financial Officer met in person with INXN’s Chief Executive Officer and discussed the merits and other high-level considerations related to any potential transaction between DLR and INXN, including the combined company’s global customer base and the expected investment community reaction to any potential transaction.

On September 21, 2019, DLR’s Chief Investment Officer and a representative of Guggenheim Securities met to discuss certain key issues from the perspective of each of DLR and INXN in connection with a potential transaction between the parties.

On September 25, 2019, DLR’s Chief Financial Officer and Chief Investment Officer met together with INXN’s Chief Executive Officer to further discuss a potential transaction and specifically discussed how the parties could finalize their respective exploration of a potential transaction and the timeline for any such transaction.

On October 7, 2019, DLR made a non-binding oral proposal to acquire all of the shares of INXN in an all-stock transaction at a fixed exchange ratio intended to produce a 15% headline transaction premium at the time of announcement. At this time, substantial financial diligence still needed to be performed by both sides and legal diligence had not yet meaningfully begun. In addition the parties had yet to resolve significant transaction deal points, including with respect to the mechanism to calculate an exchange ratio, board composition, branding strategy and various management and governance issues for the combined company. Notwithstanding the numerous open items, the parties continued to further explore a potential transaction and DLR subsequently provided INXN and its advisors a financial model and the advisors and representatives of both DLR and INXN spent the next several weeks performing additional financial, accounting, business and legal due diligence as they each explored further the merits of a potential transaction.

On October 9, 2019, DLR’s Chief Executive Officer updated the DLR board on the status of the discussions with INXN regarding a potential transaction. Many material issues remained open regarding any potential transaction and material legal diligence had yet to be shared by either party with respect to customers, leases, certain property-level information and other significant matters. Separately, on October 9, the Chairman of DLR and the Chairman of INXN discussed certain aspects of the proposed terms of a potential strategic combination of DLR and INXN, including the proposed all-stock transaction structure as reflected in the proposal made on October 7, 2019. At this time, material issues with respect to any potential transaction between DLR and INXN remained open, including with respect to the exchange ratio, board composition, termination fee payable by INXN under certain circumstances and the covenants around regulatory approvals.

On October 10, 2019, an industry media outlet reported that INXN had received inbound interest from potential bidders and was working with a financial advisor to explore strategic alternatives. The closing price of INXN on the NYSE as of October 9, 2019, the trading day before such report, was $78.14, which we refer to as the Unaffected Closing Price. After the announcement of the transaction on October 29, 2019, INXN subsequently confirmed to DLR that no third party made a specific proposal or confirmed that it intended to make such a proposal with respect to INXN following the media outlet report. In addition, after the announcement of the transaction on October 29, 2019, DLR was made aware of the extensive contacts INXN had with numerous other potential counterparties for a strategic transaction during the approximately four-year period preceding the signing of the purchase agreement and since the terminated acquisition of INXN by Telecity Group plc in 2015. These other potential eight counterparties included a sovereign investment fund, global asset managers and public and private companies in the data center business.

From October 12 through October 15, 2019, representatives of DLR, including management and advisors, engaged in various discussions with representatives of INXN, including management and advisors, regarding the key open financial, corporate governance and contractual terms and conditions of the proposed transaction between DLR and INXN, including, among other things, discussed certain open contractual points and negotiating certain aspects of the operations of the combined company. During this period, DLR and INXN ultimately negotiated and agreed upon the fixed exchange ratio of 0.7067 shares of DLR common stock for each share of INXN outstanding, which represented approximately a 15% premium to INXN’s 10-day volume-weighted average price using both DLR and INXN prices for the period ending October 9, 2019, or approximately an 18% premium to the Unaffected Closing Price.

In addition, on October 12, 2019, the parties entered into Addendum No. 2 to the Confidentiality Agreement to set up an arrangement with respect to sharing certain sensitive confidential information between INXN and DLR. Following the execution of Addendum No. 2, significant key diligence materials were made available to DLR’s advisors in the data room and DLR and its advisors and representatives actively engaged in performing a material portion of the legal, accounting and financial due diligence related to INXN. Similarly, DLR made available to INXN and its representatives and advisors various confidential materials regarding DLR and its business for INXN to perform its remaining reverse due diligence on DLR. From that point until execution of the definitive purchase agreement on October 29, 2019, the management teams of DLR and INXN, together with their respective financial, legal and accounting advisors, performed a diligence review with respect to the other company through a review of the diligence information provided and a series of conference calls.

Following various discussions with local legal counsel and DLR management, Latham & Watkins and De Brauw Blackstone Westbroek N.V., which we refer to as De Brauw, worked on a draft purchase agreement, based on the prior draft exchanged between the parties in May 2018, to reflect the proposed transaction. On October 17, 2019, Latham & Watkins delivered an initial draft of the purchase agreement to Debevoise & Plimpton LLP, legal counsel to INXN, which we refer to as Debevoise. Subsequently, legal counsel for DLR and for INXN also worked on each company’s respective disclosure letters and drafted and negotiated the various ancillary transaction agreements that were part of the proposed purchase agreement, including a tender and support agreement to be entered into by INXN’s Chief Executive Officer in his individual capacity. From October 18, 2019 through October 29, 2019, representatives of DLR, including management and advisors, discussed and negotiated the various definitive terms and conditions of the proposed purchase agreement and various ancillary agreements, including each company’s respective disclosure letter. As part of these discussions and negotiations, numerous drafts of the applicable agreements and documents were exchanged between the parties.

On October 21, 2019, Debevoise delivered a revised draft of the purchase agreement to Latham & Watkins and on October 22, 2019, following extensive discussions with representatives of DLR, Latham & Watkins sent a material issues chart to Debevoise and Guggenheim Securities setting out the material open issues from the latest draft of the purchase agreement received from Debevoise, including the naked no vote expense reimbursement, the size of the reverse termination fee potentially payable by DLR under certain limited circumstances, the

covenants around regulatory approvals, the interim operating covenants, the minimum tender condition and the backend structures to be utilized under Dutch law for DLR to acquire 100% of INXN following the closing of the proposed offer.

On October 23, 2019, representatives of DLR and INXN met by telephone and discussed the issues list previously circulated by Latham & Watkins. During the course of the discussions, various issues were negotiated and agreed upon by the parties but a limited number of issues remained.

On October 24, 2019, the DLR board held a special meeting by telephone with representatives of DLR management, BofA Securities, Morgan Stanley, Credit Suisse, De Brauw and Latham & Watkins in attendance at the invitation of the DLR board. At the meeting, DLR’s management again reviewed the strategic rationale and the anticipated benefits and considerations of the proposed transaction with INXN. Latham & Watkins reviewed with the DLR board various legal matters related to the draft purchase agreement and the proposed transaction and provided an update to the DLR board on the negotiations generally and summarized the results of the due diligence review of INXN. During the meeting, Latham & Watkins also reviewed with the DLR board the directors’ legal duties under applicable law in connection with transactions of this type and the financial advisors presented updated financial analyses with respect to INXN, DLR and the proposed transaction with INXN. The DLR board discussed with those representatives in attendance the remaining open issues with respect to the purchase agreement and the proposed transaction generally, the acceptable resolutions of these issues and instructed management and their advisors to negotiate acceptable resolutions.

Following the DLR board meeting and further discussions with representatives of DLR management, Latham & Watkins delivered a revised draft of purchase agreement to Debevoise on October 24, 2019.

From October 25, 2019 through October 28, 2019, representatives of DLR management and representatives of INXN met both in person in San Francisco and by telephone to negotiate various open business terms of the proposed purchase agreement. During the course of these negotiations, the representatives of DLR and INXN were able to reach agreement on all the outstanding issues, including with respect to the size of the termination fees, the interim operating covenants and the regulatory related covenants.

On October 27, 2019, Debevoise delivered to Latham & Watkins a revised draft of the purchase agreement. Over the next couple of days, the parties exchanged multiple drafts of the purchase agreement and had numerous discussions regarding the open points.

On October 28, 2019, the DLR board held a special meeting with representatives of DLR management, BofA Securities, Morgan Stanley, Credit Suisse, Latham & Watkins and De Brauw in attendance at the invitation of the DLR board. At the meeting, Latham & Watkins provided an update to the DLR board on the negotiation of the proposed purchase agreement and reviewed the resolution of certain issues since the last meeting of the DLR board. In addition, BofA Securities reviewed with the DLR board its financial analysis of the proposed exchange ratio for purposes of its financial opinion, which opinion was not delivered at that time. The DLR board discussed the proposed transaction with those representatives in attendance and following various discussions and deliberations, the meeting was adjourned.

On that same day, the form of the tender and support agreement between INXN’s Chief Executive Officer (in his individual capacity) and DLR was agreed to by the parties.

Early on October 29, 2019, the last of the open issues in the proposed purchase agreement were agreed to by the parties. Subsequently, the DLR board met by telephone with representatives of DLR management, BofA Securities and Latham & Watkins in attendance at the invitation of the DLR board. At the meeting, representatives of Latham & Watkins delivered a brief update to the DLR board regarding the resolution of the remaining open points in the purchase agreement. BofA Securities, after confirming its financial analysis that was previously delivered remained unchanged, then delivered to the DLR board an oral opinion, which was

confirmed by delivery of a written opinion dated October 29, 2019, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the exchange ratio of 0.7067 provided for in the transactions was fair, from a financial point of view, to DLR. Following this, the DLR board unanimously (i) determined and declared the purchase agreement, the ancillary documents and the other transactions contemplated by the purchase agreement, including the issuance of shares of DLR common stock in connection with the offer, advisable and in the best interests of DLR and its stockholders, (ii) approved the purchase agreement, the ancillary documents and the other transactions contemplated by the purchase agreement, and (iii) authorized and approved the issuance of shares of DLR common stock in connection with the offer and related transactions.

Later in the day on October 29, 2019, the parties executed the purchase agreement and issued a joint press release announcing the transaction.

INXN Background of the Offer

The Schedule 14D-9 to be filed by INXN after the registration statement, of which this proxy statement/prospectus is a part, is declared effective by the SEC will include additional information on the background, deliberations and other activities involving INXN (see the section “Background of the Purchase Agreement; Reasons for the Recommendation — Background of the Purchase Agreement” in the Schedule 14D-9 to be filed by INXN). You are encouraged to read that section in its entirety.

Recommendation of the DLR Board of Directors and Its Reasons for the Offer

In deciding to declare advisable and approve and adopt the purchase agreement, the offer and the other transactions contemplated by the purchase agreement, including the issuance of DLR common stock in connection with the transactions contemplated by the purchase agreement, and to recommend that DLR stockholders vote to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement, the DLR board considered various factors that it viewed as supporting its decision, including the following material factors described below:

•

The Transactions Deliver Key Strategic and Financial Benefits. The DLR board expects that the transactions will provide a number of significant potential strategic and financial benefits, including the following:

•

Globally Expanding Connected Communities of Interest. The combined company will extend INXN’s successful strategy of creating and enabling valuable communities of interest in Europe by extending it across the combined company’s global footprint. This combination will build upon DLR’s successful track record of hyperscale development and will represent an extension of the connected campus strategy that empowers enterprise customers to leverage the right products — from colocation to hyperscale footprints — to create value by efficiently deploying critical infrastructure and seamlessly connecting to a robust and growing universe of cloud platforms and connectivity service providers. The combined company will be uniquely positioned to meet the growing global demand from cloud platforms, service providers and enterprises seeking colocation, hybrid cloud and hyperscale data center solutions as IT architectures are re-engineered to support the explosive growth of data in modern business models.

•

Complementary European Footprint and Product Offering. INXN’s European business (currently consisting of 53 carrier- and cloud-neutral facilities in 11 European countries and 13 metro areas including Frankfurt, Amsterdam, Paris and INXN’s Internet Gateway in Marseille) is highly complementary to DLR’s European footprint, given DLR’s established presence in London and Dublin. The combination will create a leading pan-European data center presence, offering consistent, high-quality services with low-latency access to approximately 70% of the GDP in Europe.

•

Enhances Ability to Serve Multinational Customers on a Global Scale. INXN’s well-established relationships with leading global cloud and digital media platform operators and multinational enterprise customers are expected to significantly bolster DLR’s existing European platform. Similarly, DLR’s relationships with many of the leading cloud platform operators and global enterprises along with its access to low-cost capital will meaningfully extend the breadth of the combined company’s value proposition to a global customer base. The combined company’s enhanced capabilities to address and solve the public- and hybrid-cloud architectural requirements of its global customer base will allow it to build upon each company’s current relationships with leading global customers while also enabling it to effectively compete in the broader target markets.

•

Combined Development Capacity Provides Significant Embedded Growth Potential. INXN has a robust pipeline of data center development projects currently under construction, with over $400 million invested to date and a total expected investment of approximately $1 billion. These projects represent roughly a 40% expansion of INXN’s standalone critical load capacity, are significantly pre-leased and are expected to be delivered over the next 24 months, representing a solid pipeline of potential future growth for the combined company. In addition, the combined platform will maintain strategic land holdings in key growth metros across Europe, providing the potential for significant long-term development value creation.

•

Creates Substantial Anticipated Cost Efficiencies and Financial Benefits. The size and scale of the combined company is expected to produce a highly efficient cost structure and industry-leading EBITDA margins. The combination of the two companies is expected to create an opportunity to realize cost savings. Upon closing, the transactions are expected to enhance the combined company’s long-term growth prospects and is expected to improve its cost of and access to capital.

•

Prudent Financing. The DLR board considered the financing of the all-stock transactions, with INXN’s existing debt expected to be refinanced with investment grade corporate bonds and proceeds from other offerings by DLR which are expected to leave the combined company with an even stronger balance sheet.

•

Fixed Exchange Ratio. The DLR board also considered the fixed exchange ratio, which will not fluctuate as a result of changes in the market prices of shares of DLR common stock or INXN shares, providing certainty as to the respective pro forma ownership percentage of the combined company.

•

Opinion of Financial Advisors. The DLR board considered the financial analyses presented by BofA Securities and the BofA Securities opinion dated October 29, 2019, to the DLR board as to the fairness, from a financial point of view and as of the date of the opinion to DLR, of the exchange ratio of 0.7067 provided for in the transaction, as more fully described below in the section entitled “The Offer — Opinion of DLR’s Financial Advisor” beginning on page 61. In addition, the DLR board considered the advice of the other financial advisors engaged by DLR.

•

Familiarity with Businesses. The DLR board considered its and its management team’s knowledge of the business, operations, financial condition, earnings and prospects of INXN, taking into account the results of DLR’s due diligence review of INXN, as well as its knowledge of the current and prospective environment in which DLR and INXN operate, including economic and market conditions.

•

Likelihood of Consummation. The DLR board considered both parties’ commitment to complete the transactions as reflected in their respective obligations under the terms of the purchase agreement, and the likelihood that the stockholder approvals needed to complete the offer and other transactions would be obtained in a timely manner.

•

The Terms of the Purchase Agreement. The DLR board considered the various terms and provisions of the purchase agreement, including (i) INXN’s ability to terminate the purchase agreement under certain circumstances to accept a superior proposal subject to the payment of $72.6 million to DLR, (ii) the DLR board’s ability to change its recommendation to the DLR stockholders under certain limited circumstances, (iii) the conditions to the parties’ obligations to complete the transactions contemplated by the purchase agreement and the limited ability of either party to terminate, and (iv) the ability of DLR to enforce the terms of the purchase agreement.

The DLR board also considered a variety of risks and other potentially negative factors concerning the purchase agreement, the offer and the other transactions contemplated by the purchase agreement, including the following material factors:

•

the risk of diverting management focus and resources from operational matters and other strategic opportunities while working to implement the offer and related transactions;

•

the risk that, notwithstanding the likelihood of the offer and related transactions being completed, the transactions may not be completed, or that completion may be unduly delayed, including the effect of the pendency of the transactions and the effect such failure to be completed may have on the trading price of DLR common stock and DLR’s operating results, particularly in light of the costs incurred in connection with the transactions;

•

the risk that, under the terms of the purchase agreement, DLR must pay to INXN a termination fee of $254.3 million (exclusive of value-added tax, if applicable) if the purchase agreement is terminated under certain limited circumstances;

•

the risk that, under the terms of the purchase agreement, INXN has the ability, under certain specified circumstances, to consider an alternative acquisition transaction if the INXN board determines it could reasonably be expected to lead to a superior proposal (as defined in the purchase agreement) and the INXN board has the ability, under certain specified circumstances, to make a change in recommendation and to terminate the purchase agreement following such change in recommendation in order to enter into an agreement with respect to a superior proposal (as defined in the purchase agreement) upon payment of a $72.6 million (exclusive of value-added tax, if applicable) termination fee to DLR;

•

the risk that the anticipated strategic and financial benefits of the offer and related transactions may not be realized;

•

the risk that the cost savings, operational synergies and other benefits to the holders of the combined company common stock expected to result from the transactions might not be fully realized or not realized at all, including as a result of possible changes in the data center industry affecting the markets in which the combined company will operate;

•

the risk of other potential difficulties in integrating the two companies and their respective operations;

•

the substantial costs to be incurred in connection with the transactions, including the transaction expenses arising from the offer and the related transactions and the costs of integrating the businesses of DLR and INXN;

•

the restrictions on the conduct of DLR’s business prior to the closing of the offer, which could delay or prevent DLR from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of DLR absent the pending completion of the transactions; and

•

other matters described in the sections “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.”

This discussion of the foregoing information and material factors considered by the DLR board in reaching its conclusions and recommendations is not intended to be exhaustive and is not provided in any specific order or ranking. In view of the wide variety of factors considered by the DLR board in evaluating the purchase agreement and the transactions contemplated by it, including the issuance of DLR common stock in connection with the offer and other transactions, and the complexity of these matters, the DLR board did not find it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weight to those factors. In addition, different members of the DLR board may have given different weight to different factors. The DLR board did not reach any specific conclusion with respect to any of the factors considered and instead conducted an overall review of such factors and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the purchase agreement, the offer and the other transactions contemplated by the purchase agreement, including the issuance of DLR common stock in connection with the offer and the post-offer reorganization.

This explanation of the reasoning of the DLR board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 43.

After careful consideration, the DLR board unanimously recommends that DLR stockholders vote FOR the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards), and FOR the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement.

Reasons for the Recommendation of the INXN Board of Directors

The Schedule 14D-9 to be filed by INXN after the registration statement, of which this proxy statement/prospectus is a part, is declared effective by the SEC will include a discussion of the reasons for the recommendation of the INXN board with respect to the offer (see the section “Background of the Purchase Agreement; Reasons for the Recommendation — Reasons for the Recommendation of the Company Board”). You are encouraged to read that section in its entirety.

Opinion of DLR’s Financial Advisor

Opinion of BofA Securities

DLR has retained BofA Securities to act as DLR’s financial advisor in connection with the transactions. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. DLR selected BofA Securities to act as DLR’s financial advisor in connection with the transactions on the basis of BofA Securities’ experience in transactions similar to the transactions, its reputation in the investment community and its familiarity with DLR and its business.

On October 29, 2019, at a meeting of the DLR board held to evaluate the transactions, BofA Securities delivered to the DLR board an oral opinion, which was confirmed by delivery of a written opinion dated October 29, 2019, to the effect that, as of the date of the opinion and based upon and subject to various assumptions and limitations described in its opinion, the exchange ratio provided for in the transactions was fair, from a financial point of view, to DLR.

The full text of BofA Securities’ written opinion to the DLR board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this document and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the DLR board for the benefit and use of the DLR board (in its capacity as such) in connection with and for purposes of its evaluation of the exchange ratio from a financial point of view. BofA Securities’ opinion does not address any other aspect of the transactions and no opinion or view was expressed as to the relative merits of the transactions in comparison to other strategies or transactions that might be available to DLR or in which DLR might engage or as to the underlying business decision of DLR to proceed with or effect the transactions. BofA Securities’ opinion does not address any other aspect of the transactions and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed transactions or any other matter.

In connection with rendering its opinion, BofA Securities has, among other things:

•

reviewed certain publicly available business and financial information relating to INXN and DLR;

•

reviewed certain internal financial and operating information with respect to the business, operations and prospects of INXN furnished to or discussed with BofA Securities by the management of INXN, including certain financial forecasts relating to INXN prepared by the management of INXN, which we refer to as the INXN information;

•

reviewed certain financial forecasts relating to INXN prepared by the management of DLR, which we refer to as the DLR-INXN forecasts and discussed with the management of DLR its assessments as to the likelihood of achieving the future financial results reflected in the DLR-INXN forecasts;

•

reviewed certain internal financial and operating information with respect to the business, operations and prospects of DLR furnished to or discussed with BofA Securities by the management of DLR, including certain financial forecasts relating to DLR prepared by the management of DLR, which we refer to as the DLR forecasts;

•

reviewed certain estimates as to the amount and timing of cost savings and operational synergies, which we refer to as the synergies, anticipated by the management of DLR to result from the transactions;

•

discussed the past and current business, operations, financial condition and prospects of INXN with members of senior managements of INXN and DLR, and discussed the past and current business, operations, financial condition and prospects of DLR with members of senior management of DLR;

•

reviewed the potential pro forma financial impact of the transactions on the future financial performance of DLR, including the potential effect on DLR’s estimated earnings per share;

•

reviewed the trading histories for INXN shares and DLR common stock and a comparison of such trading histories with each other and with the trading histories of other companies BofA Securities deemed relevant;

•

compared certain financial and stock market information of INXN and DLR with similar information of other companies BofA Securities deemed relevant;

•

reviewed the relative financial contributions of INXN and DLR to the future financial performance of DLR on a pro forma basis;

•

reviewed a draft, dated October 29, 2019, of the purchase agreement, which we refer to as the draft agreement; and

•

performed such other analyses and studies and considered such other information and factors as BofA Securities deemed appropriate.

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Securities and relied upon the assurances of the managements of DLR and INXN that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the INXN information, BofA Securities was advised by INXN, and assumed, that it was reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of INXN as to the future financial performance of INXN. With respect to the DLR-INXN forecasts, the DLR forecasts and the synergies, BofA Securities assumed, at the direction of DLR, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of DLR as to the future financial performance of INXN and DLR and the other matters covered thereby and BofA Securities relied, at the direction of DLR, on the DLR-INXN forecasts for purposes of BofA Securities’ opinion. BofA Securities also relied, at the direction of DLR, on the assessments of the management of DLR as to DLR’s ability to achieve the synergies and were advised by DLR, and assumed, that the synergies would be realized in the amounts and at the times projected.

BofA Securities did not make nor was provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of INXN or DLR, nor did BofA Securities make any physical inspection of the properties or assets of INXN or DLR. BofA Securities did not evaluate the solvency or fair value of INXN or DLR under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of DLR, that the transactions would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transactions, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on INXN, DLR or the contemplated benefits of the transactions. BofA Securities was advised by DLR, and BofA Securities assumed, at the direction of DLR, that DLR has operated in conformity with the requirements for qualification as a REIT for U.S. federal income tax purposes since it first qualified as a REIT and further assumed, at the direction of DLR, that the transactions would not adversely affect such REIT status or operations of DLR for U.S. federal income tax purposes. BofA Securities also assumed, at the direction of DLR, that the final executed purchase agreement would not differ in any material respect from the draft agreement reviewed by it.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the transactions (other than the exchange ratio to the extent expressly specified in its opinion), including, without limitation, the form or structure of the transactions or any related transaction, aspects or implications of any tender and support agreement or any other agreement, arrangement or understanding entered into in connection with or related to the transactions or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, to DLR of the exchange ratio provided for in the transactions and no opinion or view was expressed with respect to any other form of consideration that may be payable in the transactions or any consideration received in connection with the transactions by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the transactions, or class of such persons, relative to the exchange ratio. Furthermore, no opinion or view was expressed as to the relative merits of the transactions in comparison to other strategies or transactions that might be available to DLR or in which DLR might engage or as to the underlying business decision of DLR to proceed with or effect the transactions. BofA Securities also did not express any view or opinion with respect to, and relied, with DLR’s consent, upon the assessments of representatives of DLR regarding, legal, regulatory, accounting, tax and similar matters relating to DLR, INXN and the transactions (including the contemplated benefits thereof) as to which BofA Securities understood that DLR obtained such advice as it deemed necessary from qualified professionals. BofA Securities further did not express any view or opinion as to what the value of DLR common stock actually would be when issued or the prices at which DLR common stock or INXN shares would trade at any time, including following announcement

or consummation of the transactions. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the transactions or any other matter.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities. Except as described in this summary, DLR imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

The discussion set forth below in the sections entitled “Selected Publicly Traded Companies Analyses” and “Discounted Cash Flow Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the DLR board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Selected Publicly Traded Companies Analyses.

BofA Securities performed separate selected public companies’ analyses of INXN and DLR in which BofA Securities reviewed and compared financial and operating data relating to INXN, DLR and the selected publicly traded companies listed below.

INXN. In performing a selected public companies’ analysis of INXN, BofA Securities reviewed publicly available financial and stock market information for INXN and the following four selected U.S. publicly traded real estate investment trusts that BofA Securities viewed as generally relevant in its professional judgment and experience, which we refer to as the selected REITs:

•

Equinix, Inc.

•

CoreSite Realty Corporation

•

CyrusOne Inc.

•

QTS Realty Trust, Inc.

BofA Securities also reviewed publicly available financial and stock market information for the following two selected non-REIT companies, which we refer to as the selected non-REIT companies, that BofA Securities viewed as generally relevant in its professional judgment and experience, and, together with the selected REITs, the selected publicly traded companies):

•

Switch, Inc.

•

GDS Holdings Limited

BofA Securities reviewed, among other things, the enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on October 25, 2019, plus debt, less cash, as a multiple of calendar year 2020 estimated earnings before interest, taxes, depreciation and amortization, commonly referred to as EBITDA. The overall low to high calendar year 2020 EBITDA multiples observed for the selected publicly traded companies were 18.3x to 21.6x (with an average of 20.6x and a median of 20.6x for the selected REITs), as compared with 23.5x for INXN. BofA Securities also observed that the average multiple

of INXN’s enterprise value to its consensus next twelve month EBITDA (commonly referred to as NTM EBITDA), adjusted for stock-based compensation and operating lease rent expense, was 21.8x, 20.4x and 20.3x over the previous six, 12 and 24 month periods, respectively. BofA Securities noted that while generally relevant to its analysis, the selected publicly traded companies differed from INXN in important respects, including their respective sizes, the nature of their business, REIT status (in the case of the selected REITs), the markets in which they operate, and the accounting principles they follow. Taking these differences into account, and based on its professional judgment and experience, BofA Securities used the multiples determined for the selected publicly traded companies (as well as INXN’s historical trading multiples) to arrive at calendar year 2020 EBITDA reference multiples of 20.0x to 23.0x for INXN, which BofA Securities applied to INXN’s calendar year 2020 estimated underwritten adjusted GAAP EBITDA, less stock based compensation, operating lease rent expense and GAAP straight line revenue and expense adjustments, plus capitalized leasing commissions, of $351 million to determine implied per share equity values. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of INXN was based on publicly available research analysts’ estimates and the DLR-INXN forecasts. The analysis indicated an approximate implied per share equity value reference range for INXN, calculated using the exchange ratio multiplied by the DLR share price of $132.28 as of October 28, 2019, of $72.95 to $86.50, as compared to the implied offer price of $93.48.

DLR. In performing a selected public companies’ analysis of DLR, BofA Securities reviewed publicly available financial and stock market information for DLR and the selected publicly traded companies, as described above. BofA Securities also observed that the 2020 EBITDA multiple for DLR was 21.4x, and that the average multiple of DLR’s enterprise value to its consensus next twelve month EBITDA (commonly referred to as NTM EBITDA), adjusted for stock-based compensation and operating lease rent expense, was 19.4x, 19.2x and 18.8x over the previous six, 12 and 24 month periods, respectively. Based on its professional judgment and experience, BofA Securities used the multiples determined for the selected publicly traded companies (as well as DLR’s historical trading multiples) to arrive at calendar year 2020 EBITDA reference multiples of 19.0x to 22.0x for DLR, which BofA Securities applied to DLR’s calendar year 2020 estimated adjusted GAAP EBITDA of $1,930 million to determine implied per share equity values. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of DLR was based on publicly available research analysts’ estimates and the DLR forecasts. The analysis indicated an approximate implied per share equity value reference range for DLR, as of October 28, 2019, of $111.65 — $138.10, as compared to the DLR share price of $132.28.

Utilizing the approximate implied per share equity value reference ranges for INXN and DLR described above, BofA Securities calculated the following approximate implied exchange ratio reference range, as compared to the exchange ratio:


Implied Exchange Ratio Reference Range		Exchange Ratio
0.5282x — 0.7747x		0.7067x

No company used in these analyses is identical or directly comparable to either INXN or DLR. Accordingly, an evaluation of the results of these analyses is not entirely mathematical. Rather, these analyses involve complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which each of INXN and DLR was compared.

Discounted Cash Flow Analyses.

BofA Securities performed separate discounted cash flow analyses of INXN and DLR to calculate ranges of implied present values of the unlevered, after-tax free cash flows that INXN and DLR were forecasted to generate from January 1, 2020 to December 31, 2024 utilizing the DLR-INXN forecasts and the DLR forecasts, respectively.

INXN. In performing a discounted cash flow analysis of INXN, BofA Securities calculated terminal values for INXN by applying EBITDA exit multiples of 17.0x to 19.0x to INXN’s terminal year estimated EBITDA, which range was selected based on BofA Securities’ professional judgment and experience and after taking into consideration, among other things, the observed data for INXN and the selected publicly traded companies, the historical trading multiples of INXN and the selected publicly traded companies, and certain differences in the respective financial profiles of INXN and the selected publicly traded companies as described under “— Selected Publicly Traded Companies Analyses”, which implied perpetuity growth rates of 0.7% to 2.6%. The cash flows and terminal values were then discounted to present value as of June 30, 2019, assuming a mid-year convention, using discount rates ranging from 5.5% to 7.0% (in € using a USD/€ spot exchange rate of 1.1093 as of October 28, 2019), which were based on an estimate of INXN’s weighted average cost of capital. This analysis indicated an approximate implied per share equity value reference range for INXN of $91.15 to $116.25.

DLR. In performing a discounted cash flow analysis of DLR, BofA Securities calculated terminal values for DLR by applying EBITDA exit multiples of 18.0x to 20.0x to DLR’s terminal year estimated EBITDA, which range was selected based on BofA Securities’ professional judgment and experience and after taking into consideration, among other things, the observed data for DLR and the selected publicly traded companies, the historical trading multiples of DLR and the selected publicly traded companies, and certain differences in the respective financial profiles of DLR and the selected publicly traded companies as described under “— Selected Publicly Traded Companies Analyses”, which implied perpetuity growth rates of (0.1%) to 1.3%. The cash flows and terminal values were then discounted to present value as of June 30, 2019, assuming a mid-year convention, using discount rates ranging from 5.0% to 6.0%, which were based on an estimate of DLR’s weighted average cost of capital. This analysis indicated an approximate implied per share equity value reference range for DLR of $136.30 to $166.90.


Implied Exchange Ratio Reference Range		Exchange Ratio
0.5460x — 0.8529x		0.7067x

Other Factors.

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

•

historical trading prices and trading volumes of INXN shares and DLR common stock during the 52-week period ended October 9, 2019, which ranged from $51.22 to $87.22 and $101.83 to $134.33, respectively; and

•

publicly available discounted analyst stock price targets for INXN and DLR, which generally indicated one-year forward range price targets for the INXN shares ranging from $76.85 to $88.22 and for the DLR common stock ranging from $102.65 to $152.55.

Miscellaneous.

As noted above, the discussion set forth above in the sections entitled “Selected Publicly Traded Companies Analyses” and “Discounted Cash Flow Analyses” is a summary of the material financial analyses presented by BofA Securities to the DLR board in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and,

therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of DLR and INXN. The estimates of the future performance of DLR and INXN in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, to the holders of DLR common stock of the consideration to be received by such holders and were provided to the DLR board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of DLR or INXN.

The type and amount of consideration payable in the transactions was determined through negotiations between DLR and INXN, rather than by any financial advisor, and was approved by the DLR board. The decision to enter into the Agreement was solely that of the DLR board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the DLR board in its evaluation of the proposed Transaction and should not be viewed as determinative of the views of the DLR board or DLR’s management with respect to the transactions or the exchange ratio.

DLR has agreed to pay BofA Securities for its services in connection with the transactions an aggregate fee of $14 million, $1 million of which was payable upon delivery of its opinion and the remainder of which is payable immediately upon the closing of the post-offer reorganization of the transactions. DLR also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of DLR, INXN and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to DLR and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to DLR in connection with certain acquisition transactions; (ii) having acted or acting as a co-lead arranger and bookrunner for, and as a lender (including letter of credit lender) under, certain credit facilities of DLR and/or certain of its affiliates; (iii) having acted or acting as manager or underwriter for various

debt and equity offerings of DLR and/or certain of its affiliates, as an agent under DLR’s “at-the-market” equity distribution program and as a dealer-manager for certain debt tender offers by DLR and/or certain of its affiliates; (iv) having provided or providing certain derivatives and foreign exchange trading services to DLR; and (v) having provided or providing certain treasury and trade management services and products to DLR. From October 1, 2017 through September 30, 2019, BofA Securities and its affiliates derived aggregate revenues from DLR and its affiliates of approximately $25 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to INXN and have received or in the future may receive compensation for the rendering of these services, including having acted or acting as global coordinator and/or joint bookrunner for various debt and equity offerings by INXN and/or certain of its affiliates and having acted or acting as a bookrunner and arranger for, and/or as a lender under, certain term loans, letters of credit, credit and leasing facilities and other credit arrangements of INXN and/or certain of its affiliates. From October 1, 2017 through September 30, 2019, BofA Securities and its affiliates derived aggregate revenues from INXN and its affiliates of approximately $12 million for investment and corporate banking services.

Certain DLR Unaudited Prospective Financial Information

DLR does not as a matter of course make public long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the offer and the other transactions contemplated by the purchase agreement, DLR’s management prepared and provided to the DLR board in connection with its evaluation of the offer and the other transactions contemplated by the purchase agreement, and to its financial advisor BofA Securities, certain unaudited prospective financial information regarding DLR’s operations for fiscal years 2019 through 2024 (the “DLR Projections”). The below summary of the DLR Projections is included for the purpose of providing DLR stockholders and INXN shareholders access to certain nonpublic information that was furnished to certain parties in connection with the offer and the other transactions contemplated by the purchase agreement, and such information may not be appropriate for other purposes, and is not included to influence the voting decision of any DLR stockholder or INXN shareholder.

The DLR Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with GAAP, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections. The inclusion of the DLR Projections should not be regarded as an indication that such information is predictive of actual future events or results and such information should not be relied upon as such, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the DLR Projections. The DLR Projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, DLR’s management.

While presented with numeric specificity, this unaudited prospective financial information was based on numerous variables and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to DLR’s business) that are inherently subjective and uncertain and are beyond the control of DLR’s management. Important factors that may affect actual results and cause this unaudited prospective financial information not to be achieved include, but are not limited to, risks and uncertainties relating to DLR’s business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the sections entitled “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors.” This unaudited prospective financial information also reflects numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in this unaudited prospective financial information. Accordingly, there can be no assurance that the projected results summarized

below will be realized. DLR stockholders and INXN shareholders are urged to review the most recent SEC filings of DLR for a description of the reported and anticipated results of operations and financial condition and capital resources, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the combined Annual Report on Form 10-K of DLR and DLR OP for the year ended December 31, 2018, and the combined Quarterly Report on Form 10-Q of DLR and DLR OP for the quarter ended September 30, 2019, which are incorporated by reference into this proxy statement/prospectus.

None of DLR, INXN or their respective officers, trustees, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from this unaudited prospective financial information.

DLR UNDERTAKES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE OR RECONCILE THE BELOW UNAUDITED PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THIS UNAUDITED PROSPECTIVE FINANCIAL INFORMATION WAS GENERATED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH INFORMATION ARE SHOWN TO BE IN ERROR. SINCE THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION COVERS MULTIPLE YEARS, SUCH INFORMATION BY ITS NATURE BECOMES LESS PREDICTIVE WITH EACH SUCCESSIVE YEAR.

DLR and INXN may calculate certain non-GAAP financial metrics, including EBITDA and unlevered free cash flows, using different methodologies. Consequently, the financial metrics presented in each company’s prospective financial information disclosures may not be directly comparable to one another.

DLR has not made and makes no representation to INXN or any DLR stockholder or INXN shareholder, in the purchase agreement or otherwise, concerning the below unaudited prospective financial information or regarding DLR’s ultimate performance compared to the unaudited prospective financial information or that the projected results will be achieved. In light of the foregoing factors and the uncertainties inherent in the unaudited prospective financial information, DLR urges all DLR stockholders and INXN shareholders not to place undue reliance on such information and to review DLR’s most recent SEC filings for a description of DLR’s reported financial results.

Neither KPMG LLP nor any other independent accountants have compiled, examined or performed any audit or other procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The report of KPMG LLP contained in the combined Form 10-K of DLR and DLR OP for the year ended December 31, 2018, which is incorporated by reference into this proxy statement/prospectus, relates to the historical financial information of DLR. It does not extend to the unaudited prospective financial information contained in this proxy statement/prospectus and should not be read to do so. Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the dates on which it was prepared.

The DLR Projections were based on numerous variables and assumptions, including the following: approximately $1.3 — $1.5 billion of annual development capital expenditures assumed over the six-year term and approximately 59% — 64% Adjusted EBITDA margin over the six-year term.

The DLR Projections were provided to the DLR board and its financial advisor BofA Securities. The following table presents a summary of the DLR Projections for the calendar years ending 2019 through 2024 for DLR on a standalone basis.


	Year Ending December 31,
	2019E		2020E		2021E		2022E		2023E		2024E
	($ in millions)
Revenue⁽¹⁾	$	3,197	$	3,202	$	3,427	$	3,655	$	3,919	$	4,204
Adjusted EBITDA⁽²⁾	$	1,898	$	1,930	$	2,120	$	2,307	$	2,483	$	2,677
Capital Expenditures⁽³⁾	$	1,608	$	1,640	$	1,679	$	1,595	$	1,586	$	1,497
Unlevered Free Cash Flows⁽⁴⁾⁽⁵⁾	$	957	$	693	$	414	$	650	$	827	$	1,149

(1)

DLR calculates revenue to include operating revenues from rental revenues, tenant reimbursements — utilities, tenant reimbursements — other, interconnection & other, fee income and termination fees. Revenue includes straight-line rental revenue and above- and below-market rent amortization in accordance with GAAP.

(2)

DLR believes that earnings before interest, loss from early extinguishment of debt, income taxes and depreciation and amortization, or EBITDA, and Adjusted EBITDA (as defined below), are useful supplemental performance measures because they allow investors to view DLR’s performance without the impact of non-cash depreciation and amortization or the cost of debt and, with respect to Adjusted EBITDA, severance, equity acceleration, and legal expenses, transaction and integration expenses, (gain) loss on real estate transactions, equity in earnings adjustment for non-core items, other non-core adjustments, net, noncontrolling interests, preferred stock dividends, including undeclared dividends, and issuance costs associated with redeemed preferred stock. DLR calculates Adjusted EBITDA as EBITDA excluding unconsolidated joint venture real estate related depreciation & amortization, unconsolidated joint venture interest and taxes, severance, equity acceleration, and legal expenses, transaction and integration expenses, gain on sale / deconsolidation, impairment of investments in real estate, other non-core adjustments, net, noncontrolling interests, preferred stock dividends, including undeclared dividends, and issuance costs associated with redeemed preferred stock. In addition, DLR believes EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. Because EBITDA and Adjusted EBITDA are calculated before recurring cash charges including interest expense and income taxes, exclude capitalized costs, such as leasing commissions, and are not adjusted for capital expenditures or other recurring cash requirements of DLR’s business, their utility as a measure of DLR’s performance is limited. Other REITs may calculate EBITDA and Adjusted EBITDA differently than DLR does and accordingly, DLR’s EBITDA and Adjusted EBITDA may not be comparable to such other REITs’ EBITDA and Adjusted EBITDA. Accordingly, EBITDA and Adjusted EBITDA should be considered only as supplements to net income computed in accordance with GAAP as a measure of DLR’s financial performance.

(3)

DLR calculates capital expenditures to include recurring capital expenditures and development capital expenditures. Recurring capital expenditures represent non-incremental building improvements required to maintain current revenues, including second-generation tenant improvements and external leasing commissions. Recurring capital expenditures do not include acquisition costs contemplated when underwriting the purchase of a building, costs which are incurred to bring a building up to DLR’s operating standards, or internal leasing commissions. Development capital expenditures includes DLR’s share of development capital expenditures at unconsolidated joint ventures and excludes capitalized interest.

(4)

DLR calculates unlevered free cash flows by adding to or subtracting from Adjusted EBITDA (i) tax expense, (ii) non-cash deferred tax expense, (iii) noncontrolling interests in operating partnership and after adjustments for unconsolidated partnerships and joint ventures, (iv) straight-line rental revenue, (v) straight-line rental expense, (vi) above- and below-market rent amortization, (vii) recurring capital expenditures (including DLR’s share of recurring capital expenditures at unconsolidated joint ventures), (viii) development capital expenditures (including DLR’s share of development capital expenditures at unconsolidated joint ventures), (ix) enhancements and other non-recurring capital expenditures, (x) net

proceeds from real estate transactions, (xi) land acquisitions, (xii) leasing compensation and internal lease commissions, (xiii) severance, equity acceleration, and legal expenses, (xiv) transaction and integration expenses and (xv) changes in working capital. Other REITs may calculate unlevered free cash flows differently than DLR does and accordingly, DLR’s unlevered free cash flows may not be comparable to other REITs’ unlevered free cash flows. Unlevered free cash flows should be considered only as a supplement to net income computed in accordance with GAAP as a measure of DLR’s financial performance.

(5)	Unlevered free cash flow for the 2019 period represents unlevered free cash flow for the second half of 2019 from July 1, 2019 through December 31, 2019. All other figures are presented on an annual basis from January 1^st through December 31^st.

Certain INXN Unaudited Prospective Financial Information

INXN does not as a matter of course make public long-term projections as to future revenues, earnings or other results, and projections for extended periods of time are of particular concern to INXN, due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with its consideration of the transactions contemplated by the purchase agreement, INXN’s management prepared and provided to the INXN board, Guggenheim Securities, INXN’s financial advisor, and Moelis & Company LLC, which we refer to as Moelis, certain unaudited prospective financial information regarding INXN’s operations for fiscal years 2019 through 2030. In addition, in connection with the due diligence review of INXN by DLR, INXN’s management provided certain unaudited prospective financial information regarding INXN’s operations for fiscal years 2019 through 2028 to DLR and its financial advisors, which we refer to as the INXN Projections. The unaudited prospective financial information regarding INXN’s operations for fiscal years 2029 through 2030 are not included in the below summary because such information was not provided to DLR. However, additional information regarding certain unaudited prospective financial information regarding INXN’s operations for fiscal years 2029 through 2030 will be available in the Schedule 14D-9 to be filed with the SEC by INXN after the registration statement, of which this proxy statement/prospectus is a part, is declared effective by the SEC. The below summary of the INXN Projections is included for the purpose of providing INXN shareholders access to certain non-public information that was furnished to certain parties in connection with the transactions contemplated by the purchase agreement, and such information may not be appropriate for other purposes, and is not included to influence the voting or investment decision of any INXN shareholder or DLR stockholder.

The INXN Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with IFRS or the guidelines established by the Royal Netherlands Institute of Chartered Accountants for preparation and presentation of financial projections. The inclusion of the INXN Projections should not be regarded as an indication that such information is predictive of actual future events or results and such information should not be relied upon as such, and readers of this proxy statement/prospectus are cautioned not to place undue, if any, reliance on the INXN Projections. The INXN Projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, INXN’s management.

While presented with numeric specificity, this unaudited prospective financial information was based on numerous variables and assumptions (including those discussed below and assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to INXN’s businesses) that are inherently subjective and uncertain and are beyond the control of INXN’s management. Important factors that may affect actual results and cause this unaudited prospective financial information not to be achieved include, but are not limited to, risks and uncertainties relating to INXN’s businesses (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the sections entitled “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors”. This unaudited prospective financial information also reflects numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in this unaudited prospective financial information. Accordingly, there can

be no assurance that the projected results summarized below will be realized. INXN shareholders and DLR stockholders are urged to review the most recent SEC filings of INXN for a description of its reported and anticipated results of operations and financial condition and capital resources, including in “Operating and Financial Review and Prospects” in INXN’s Annual Report on Form 20-F for the year ended December 31, 2018 and Report on Form 6-K for the three-month and nine-month periods ended September 30, 2019, which are incorporated by reference into this proxy statement/prospectus.

None of INXN, DLR or their respective officers, trustees, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from this unaudited prospective financial information.

INXN UNDERTAKES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE OR RECONCILE THE BELOW UNAUDITED PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THIS UNAUDITED PROSPECTIVE FINANCIAL INFORMATION WAS GENERATED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH INFORMATION ARE SHOWN TO BE IN ERROR. SINCE THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION COVERS MULTIPLE YEARS, SUCH INFORMATION BY ITS NATURE BECOMES LESS PREDICTIVE WITH EACH SUCCESSIVE YEAR.

INXN has not made and makes no representation to DLR or any INXN shareholder or DLR stockholder, in the purchase agreement or otherwise, concerning the below unaudited prospective financial information or regarding INXN’s ultimate performance compared to the unaudited prospective financial information or that the projected results will be achieved. In light of the foregoing factors and the uncertainties inherent in the unaudited prospective financial information, all INXN shareholders and DLR stockholders are urged not to place undue, if any, reliance on such information and to review INXN’s most recent SEC filings for a description of INXN’s reported financial results.

Neither KPMG Accountants N.V. nor any other independent accountants have compiled, examined or performed any audit or other procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The report of KPMG Accountants N.V. contained in INXN’s Form 20-F for the year ended December 31, 2018, which is incorporated by reference into this proxy statement/prospectus, relates to the historical financial information of INXN. It does not extend to the INXN Projections and should not be read to do so.

The INXN Projections were prepared based on INXN as a stand-alone company. Such forecasts do not take into account the transactions contemplated by the purchase agreement, including the expenses that may be incurred in connection with consummating the transactions, the potential synergies that may be achieved by the combined company as a result of the transactions, the effect of any business or strategic decision or action that has been or will be taken as a result of the purchase agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken had the purchase agreement not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the transactions.

The INXN Projections were based on numerous variables and assumptions, including the following: approximately €321 — €722 million of annual upgrade and expansion capital expenditures assumed over the first seven years, tapering down to approximately €26 — €147 million of annual upgrade and expansion capital expenditures assumed over the subsequent three years, and 48.7% — 54.8% EBITDA (Post-SBC) margin over the ten-year term.

The following tables present a summary of the INXN Projections for fiscal years 2019 through 2028 for INXN on a standalone basis.


	Year Ending December 31,
	2019E			2020E			2021E			2022E			2023E
	(€ in millions)
Revenue⁽¹⁾	€	636		€	739		€	873		€	1,029		€	1,225
EBITDA (Post-SBC)⁽²⁾	€	310		€	360		€	429		€	507		€	624
Capital Expenditures⁽³⁾	€	607		€	757		€	713		€	693		€	665
Unlevered Free Cash Flow⁽⁴⁾⁽⁵⁾	€	(346	)	€	(481	)	€	(382	)	€	(297	)	€	(171	)

	Year Ending December 31,
	2024E			2025E			2026E			2027E			2028E
	(€ in millions)
Revenue⁽¹⁾	€	1,440		€	1,648		€	1,822		€	1,925		€	2,029
EBITDA (Post-SBC)⁽²⁾	€	753		€	879		€	984		€	1,042		€	1,113
Capital Expenditures⁽³⁾	€	575		€	387		€	220		€	161		€	97
Unlevered Free Cash Flow⁽⁴⁾⁽⁵⁾	€	26		€	322		€	578		€	672		€	784

(1)	INXN calculates Revenue in accordance with IFRS. Revenue includes colocation revenue, interconnection revenue, lease income, power revenue and other services revenue (including managed services, connectivity and customer installation services including equipment sales).

(2)

EBITDA (Post-SBC) is defined as net income before interest, loss from early extinguishment of debt, income taxes, depreciation and amortization. EBITDA (Post-SBC) includes share-based compensation, or SBC, which primarily represents the fair value at the date of the grant of employee equity awards, which is recognized as an expense over the vesting period. In certain cases, the fair value is redetermined for market conditions at each reporting date, until the final date of grant is achieved.

(3)

INXN calculates Capital Expenditures to include maintenance capital expenditures and upgrade and expansion capital expenditures, which amounts were presented individually in the INXN projections delivered to the INXN board, Guggenheim Securities, Moelis and DLR. Maintenance capital expenditures represent payments to replace parts of existing property, plant and equipment and intangible assets, without necessarily extending its capacity or lifetime. Upgrade and expansion capital expenditures represent payments that either increase capacity or extend the lifetime of existing property, plant and equipment and intangible assets as recorded on INXN’s consolidated statement of cash flows as “Purchase of property, plant and equipment” and “Purchase of intangible assets”, respectively.

(4)

Unlevered Free Cash Flow is defined as EBITDA (Post-SBC) less (i) income (expense) related to the evaluation and execution of potential mergers or acquisitions, (ii) taxes, (iii) Capital Expenditures, (iv) adjustments under IFRS 16-Leases issued by the IASB and (v) increases (decreases) in net working capital, plus costs related to terminated and unused data center sites, and further adjusted for other items that INXN’s management believes are not representative of INXN’s current ongoing performance, including adjustments for the cumulative effect of changes in accounting principles or estimates, impairment losses, litigation gains (losses) or windfall gains (losses).

(5)	Unlevered Free Cash Flow figures are presented on an annual basis from January 1^st through December 31^st.

Non-IFRS Financial Measures

The INXN Projections set forth above regarding EBITDA (Post-SBC) and Unlevered Free Cash Flow are measures not calculated in accordance with IFRS. Such non-IFRS measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with IFRS. A quantitative reconciliation of the forward-looking financial measures set forth above that are not calculated in accordance with IFRS is not being provided. In accordance with Item 10(e)(1)(i)(B) of Regulation S-K, a quantitative reconciliation of a forward-looking non-IFRS financial measure is only required to the extent it is available without unreasonable efforts. INXN does not currently have sufficient data to accurately estimate the variables

and individual adjustments for such reconciliation, including normal variability in income taxes, share-based compensation, which is directly impacted by unpredictable fluctuations in INXN’s share price, and other non- recurring or unusual items such as impairment losses, transaction costs and litigation gains (losses). INXN is unable to quantify the probable significance of these items at this time. The adjustments required for any such reconciliation of the forward-looking non-IFRS financial measures cannot be accurately forecast by INXN, and therefore the reconciliations have been omitted.

INXN and DLR may calculate certain non-IFRS and non-GAAP financial measures presented in this proxy statement/prospectus using different methodologies. Consequently, the financial metrics presented in each company’s prospective financial information disclosures may not be directly comparable to one another.

Directors and Management of DLR and INXN or Intrepid I, As Applicable, Following The Post-Offer Reorganization

As of the closing of the offer, the DLR board will consist of ten members, with the nine current DLR directors, Laurence A. Chapman, Michael A. Coke, Kevin J. Kennedy, William G. LaPerch, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse, Dennis E. Singleton and A. William Stein, continuing as directors of DLR. In addition, INXN will designate one of the current members of its board of directors to join the DLR board. All directors will serve until the next annual meeting of the stockholders of DLR (and until their successors have been duly elected and qualify).

From the effectuation of the closing, in case of INXN, or the legal merger, in case of Intrepid I, until the completion of the liquidation distribution by INXN or Intrepid I (as applicable) or the compulsory acquisition in respect of INXN or Intrepid I (as applicable) the board of directors of INXN or Intrepid I, as applicable, will consist of at least seven members, at least five of whom have been designated by DLR and Buyer and two of whom are current non-executive directors of INXN, or if such current non-executive directors of INXN are not available, replacement directors, designated as non-executive directors by INXN and Buyer by mutual written agreement and who will at all times be independent from DLR and Buyer and will at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code.

Interests of DLR’s Directors and Executive Officers in the Offer

Security Ownership of DLR’s Directors and Executive Officers and Current Beneficial Owners

The following table sets forth, as of November 27, 2019, the beneficial ownership of shares of DLR common stock and shares of DLR common stock into which units of limited partnership, which we refer to as units, in DLR OP, of which DLR is the sole general partner, are exchangeable for (i) each person who is the beneficial owner of 5% or more of the outstanding DLR common stock and DLR OP units, (ii) directors and named executive officers and (iii) all directors and executive officers as a group. Each person named in the table has sole voting and investment power with respect to all of the shares of DLR common stock and DLR OP units shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. The extent to which a person holds shares of DLR common stock as opposed to DLR OP units is set forth in the footnotes

below. Unless otherwise indicated, the address of each named person is care of Digital Realty Trust, Inc., Four Embarcadero Center, Suite 3200, San Francisco, CA 94111.

Name of Beneficial Owner

Number of Shares
and Units
Beneficially Owned⁽¹⁾

Percent
of All
Shares⁽²⁾

Percent of All
Shares and
Units⁽³⁾

5% Stockholders:

The Vanguard Group, Inc.⁽⁴⁾

36,652,676

17.6

16.9

Capital World Investors⁽⁵⁾

21,093,035

10.1

9.7

BlackRock, Inc.⁽⁶⁾

20,182,465

9.7

9.3

State Street Corporation⁽⁷⁾

11,769,234

5.6

5.4

Directors and Named Executive Officers

Laurence A. Chapman⁽⁸⁾

66,828

A. William Stein⁽⁹⁾

443,194

Michael A. Coke⁽¹⁰⁾

13,165

Kevin J. Kennedy⁽¹¹⁾

7,591

William G. LaPerch⁽¹²⁾

14,311

Afshin Mohebbi⁽¹³⁾

3,823

Mark R. Patterson⁽¹⁴⁾

3,905

Mary Hogan Preusse⁽¹⁵⁾

2,753

Dennis E. Singleton⁽¹⁶⁾

39,507

Andrew P. Power⁽¹⁷⁾

84,933

Erich J. Sanchack⁽¹⁸⁾

4,069

Christopher Sharp⁽¹⁹⁾

11,122

Joshua A. Mills⁽²⁰⁾

49,863

Scott E. Peterson⁽²¹⁾

58,417

Daniel W. Papes⁽²²⁾

2,944

All directors and executive officers as a group (19 persons)

863,113

*	Less than 1%.

(1)	Beneficial ownership as of November 27, 2019.

(2)

Based on 208,458,590 shares of DLR common stock outstanding as of November 27, 2019. For each named executive officer and director, the percentage of shares of DLR common stock beneficially owned by such person assumes that all the DLR OP units held by such person that are vested or will vest within 60 days of November 27, 2019 are exchanged for shares of DLR common stock and that none of the vested DLR OP units held by other persons are so exchanged. For all directors and executive officers as a group, the percentage of shares of DLR common stock beneficially owned by such persons assumes that all the DLR OP units held by such persons that are vested or will vest within 60 days of November 27, 2019 are exchanged for shares of DLR common stock.

(3)

Based on 217,011,403 shares of DLR common stock and DLR OP units, including vested long-term incentive units, outstanding as of November 27, 2019, comprising 208,458,590 shares of DLR common stock and 8,552,813 vested DLR OP units. For each named executive officer and director, the percentage of shares of DLR common stock and DLR OP units beneficially owned by such person assumes that all the DLR OP units held by such person that are vested or will vest within 60 days of November 27, 2019 are exchanged for shares of DLR common stock and that none of the vested DLR OP units held by other persons are so exchanged. For all directors and executive officers as a group, the percentage of shares of DLR common stock beneficially owned by such persons assumes that all the DLR OP units held by such persons that are vested or will vest within 60 days of November 27, 2019 are exchanged for shares of DLR common stock.

(4)

Based solely on information contained in an amended Schedule 13G filed by The Vanguard Group, Inc. with the SEC on February 4, 2019. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355. The Vanguard Group, Inc. has sole voting power with respect to 421,214 shares, shared

voting power with respect to 266,040 shares, sole dispositive power with respect to 32,156,436 shares and shared dispositive power with respect to 496,240 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 174,395 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 568,664 shares as a result of its serving as investment manager of Australian investment offerings.

(5)

Based solely on information contained on an amended Schedule 13G filed by Capital World Investors with the SEC on January 10, 2019. The address of Capital World Investors is 333 South Hope Street, Los Angeles, CA 90071. Capital World Investors has sole voting power with respect to 21,093,035 shares, sole dispositive power with respect to 21,093,035 shares, and shared voting and shared dispositive powers with respect to zero shares.

(6)

Based solely on information contained in an amended Schedule 13G filed by BlackRock, Inc. with the SEC on February 11, 2019. The address of BlackRock, Inc. is 40 East 52nd Street, New York, NY 10055. BlackRock, Inc. has sole voting power with respect to 118,493,292 shares, sole dispositive power with respect to 20,182,782 shares and shared voting and shared dispositive powers with respect to zero shares.

(7)

Based solely on the information contained on a Schedule 13G filed by State Street Corporation with the SEC on February 11, 2019. The address of State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, MA 02111. State Street Corporation has sole voting power and sole dispositive powers with respect to zero shares, and shared voting and shared dispositive powers with respect to 10,508,796 shares.

(8)

Includes 3,607 long-term incentive units, and also includes 4,800 shares of DLR common stock held by members of Mr. Chapman’s immediate family over which Mr. Chapman may be deemed to share voting and investment power; Mr. Chapman disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein.

(9)	Includes 161,963 long-term incentive units and 281,231 vested Class D Units.

(10)	Includes 3,125 long-term incentive units.

(11)	Includes 7,591 long-term incentive units.

(12)	Includes 11,111 long-term incentive units. Mr. LaPerch also beneficially owns 1,200 shares of DLR’s 5.250% Series J Cumulative Redeemable Preferred Stock, which constitutes less than 1% of the 8,000,000 shares of series J preferred stock currently outstanding.

(13)	Includes 3,823 long-term incentive units.

(14)	Includes 3,905 long-term incentive units.

(15)	Includes 2,753 long-term incentive units.

(16)	Includes 28,723 long-term incentive units.

(17)	Includes 23,722 long-term incentive units and 61,211 vested Class D Units.

(18)	Includes 3,504 long-term incentive units.

(19)	Includes 6,122 long-term incentive units and 3,668 vested Class D Units.

(20)	Includes 3,335 long-term incentive units and 42,362 vested Class D Units.

(21)	Includes 7,331 long-term incentive units and 51,086 vested Class D Units.

(22)	Includes 2,944 long-term incentive units.

Voting by INXN’s Directors and Executive Officers

Pursuant to Dutch law and the articles of association of INXN, the adoption of the post-offer reorganization resolutions (as defined in the purchase agreement) and the governance resolutions (as defined in the purchase agreement) requires the affirmative vote of at least two-thirds of the votes cast, representing at least 50% of the issued and outstanding share capital of INXN, other than the asset sale resolutions (as defined in the purchase agreement) and the resolutions to appoint Buyer and DLR designees to the INXN board effective upon the closing, each of which require a majority of the votes cast. In case the compulsory acquisition threshold is not met, the asset sale (if so elected) must be followed by the liquidation of INXN. The liquidation resolution requires an affirmative vote of at least two-thirds of the votes cast, representing at least 50% of the issued and outstanding share capital of INXN. Accordingly, if the compulsory acquisition threshold is not met, the asset sale

cannot be implemented if the liquidation has not been approved with the prerequisite majority. However, if the compulsory acquisition threshold is met, the asset sale needs to be followed by the statutory squeeze out procedure (and not the liquidation of INXN) and, accordingly, the asset sale could be implemented even if the liquidation were not approved. As of April 15, 2019, INXN directors and executive officers beneficially owned, in the aggregate, approximately 1.5% of the outstanding INXN shares. For additional information, see Item 7 of INXN’s Form 20-F filed with the SEC on April 30, 2019, which is incorporated by reference in this proxy statement/prospectus.

Offer Consideration

Pursuant to the purchase agreement, Buyer shall commence the offer to purchase all of the INXN shares, in exchange for 0.7067 shares of DLR common stock per INXN share.

Treatment of INXN Equity Awards

INXN Restricted Shares

Under the purchase agreement, at the time of the closing of the offer, each INXN restricted share held by a non-employee director of INXN that is outstanding as of immediately prior to closing, shall be cancelled and converted, subject to applicable taxes, into the right to receive the offer consideration. In addition, at the closing of the offer, each INXN award of restricted shares that is outstanding as of immediately prior to the closing of the offer and held by a person who is not a non-employee director of INXN shall be assumed by DLR and converted, subject to applicable taxes, into a number of DLR RSUs equal to the product of (i) the total number of INXN shares subject to such restricted share award immediately prior to the closing multiplied by (ii) the exchange ratio of 0.7067, rounded to the nearest whole DLR RSU. Each DLR RSU, as assumed and converted, shall be subject to the same vesting terms and conditions as applied to the underlying restricted share immediately prior to closing, except that upon a termination of the applicable holder’s service by DLR or an affiliate thereof following the closing of the offer other than for “cause” (as defined in INXN’s 2013 Amended International Equity Based Incentive Plan, the “2013 Plan”) or, solely with respect to any DLR RSU held by INXN’s senior management, the holder’s involuntary termination due to such holder’s “material demotion” (as defined, with respect awards granted (x) prior to October 29, 2019, to the extent provided in and within the meaning of the applicable award agreements under the 2013 Plan and (y) on or after October 29, 2019, in the purchase agreement), such DLR RSU will vest and all restrictions thereon (including any post-vesting or other holding periods) will lapse.

INXN Performance Shares

Under the purchase agreement, at the time of the closing of the offer, each award of INXN performance shares that is outstanding as of immediately prior to the closing of the offer will be deemed to have satisfied the applicable performance conditions at the levels set forth in the table below, and each such award of performance shares shall be assumed by DLR and converted, subject to applicable taxes, into a number of DLR RSUs equal to the product of (i) the total number of performance shares subject to such award that are deemed to satisfy the applicable performance conditions at the closing multiplied by (ii) the exchange ratio of 0.7067, rounded to the nearest whole DLR RSU. Each DLR RSU, as so assumed and converted, shall be subject to the same vesting terms and conditions (excluding performance vesting conditions) that applied to the underlying performance share immediately prior to closing, except that upon a termination of the applicable holder’s service by DLR or an affiliate thereof following the closing of the offer other than for “cause” (as defined in the 2013 Plan) or the holder’s involuntary termination due to such holder’s “material demotion” (as defined in the purchase agreement), such DLR RSU will vest and all restrictions thereon (including any post-vesting or other holding periods) will lapse.


INXN Performance Shares	Deemed Satisfaction of Applicable Performance Conditions
Awards with performance periods that have been completed prior to the closing of the offer	At actual performance

Awards with performance periods that have not been completed prior to the closing and that are granted:	For Awards held by the Executive Director	For Awards held by Senior Management (other than the Executive Director)

On or prior to October 29, 2019	Based on a performance level equal to 150% of the target number of performance shares	Based on a performance level equal to 150% of the target number of performance shares

After October 29, 2019	Based on a performance level equal to 100% of the target number of performance shares	Based on a performance level equal to 115% of the target number of performance shares

INXN Stock Options

Under the purchase agreement, at the time of the closing of the offer, each INXN stock option that is outstanding and unexercised as of immediately prior to the closing of the offer (whether or not then vested or exercisable) shall be cancelled and converted, subject to applicable taxes, into the right to receive the offer consideration with respect to a number of shares equal to (i) the product of (A) the total number of INXN shares subject to such stock option immediately prior to the closing multiplied by (B) the excess, if any, of (x) the value of the offer consideration (calculated as the volume weighted average price per share of DLR common stock for ten consecutive trading days ending on the third trading day prior to the closing multiplied by the exchange ratio of 0.7067) over (y) the exercise price per share of such stock option, divided by (ii) the value of the offer consideration (calculated as the volume weighted average price per share of DLR common stock for ten consecutive trading days ending on the third trading day prior to the closing multiplied by the exchange ratio of 0.7067).

INXN YourShare Awards

Under the purchase agreement, at the time of the closing of the offer, each outstanding award of INXN shares granted under INXN’s YourShare Plan that is subject to a holding period, each of which we refer to as a YourShare Award, shall be converted, subject to applicable taxes, into a number of shares of DLR common stock equal to the product of (i) the total number of INXN shares underlying such award immediately prior to the closing multiplied by (ii) the exchange ratio of 0.7067, rounded to the nearest whole share. Such shares of DLR common stock, as so assumed and converted, shall be subject to the same terms and conditions that applied to the underlying YourShare Award immediately prior to closing, except that upon a termination of the applicable

holder’s service by DLR or an affiliate thereof following the closing of the offer other than for “cause” (as defined in the 2013 Plan), the holding periods applicable to such holder’s shares of DLR common stock will lapse.

Value of Outstanding INXN Equity Awards

The table below sets forth the number of INXN shares subject to restricted share awards and performance share awards held by INXN’s non-employee directors and executive officers as of November 22, 2019, and, with respect to each such award: the aggregate value thereof and the number of shares of DLR common stock or the number of DLR RSUs, as applicable, with respect to which such awards are expected to be converted in connection with the transactions. None of INXN’s non-employee directors or executive officers hold any INXN stock options, nor are they eligible for grants of, and accordingly do not hold any, INXN YourShare Awards.

The amounts listed below are estimated based on an assumed closing date of November 22, 2019, the latest practicable date prior to the filing of this proxy statement/prospectus, and assumes an INXN share price on such date equal to $87.37 per share, which is equal to the average closing price of INXN shares over the first five business days following October 29, 2019. In addition, the amounts listed below reflect equity award holdings as of November 22, 2019, and assume that the unvested performance share awards will vest at the relative performance levels described above under “Treatment of INXN Equity Awards” beginning on page 77. However, the actual amounts, if any, to be received by a director or executive officer will depend on the outstanding awards held by such individuals as of the closing and the price of DLR common stock at the time of the closing and, accordingly, may differ from the amounts set forth below.


Executive Officers	INXN Restricted Shares						INXN Performance Shares
Executive Officers	Number of Unvested INXN Restricted Shares (#)		Aggregate Value of Unvested INXN Restricted Shares ($)		Number of DLR Shares/ RSUs Issuable in respect of INXN Restricted Shares⁽¹⁾ (#)		Number of Unvested INXN Performance Shares (#)		Aggregate Value of Unvested INXN Performance Shares ($)		Number of DLR RSUs Issuable in respect of INXN Performance Shares⁽¹⁾ (#)
David C. Ruberg, Executive Director		0	$	0		0		285,629	$	24,955,406		201,854
John Doherty, Chief Financial Officer		10,000	$	873,700		7,067		35,894	$	3,136,059		25,366
Giuliano Di Vitantonio, Chief Marketing and Strategy Officer		15,000	$	1,310,550		10,601		64,680	$	5,651,092		45,709
Jaap Camman, Former Senior Vice President, Legal		2,500	$	218,425		1,767		25,769	$	2,251,438		18,211
Jan Pieter Anten, Senior Vice President, Human Resources		17,500	$	1,528,975		12,367		30,632	$	2,676,318		21,648
Adriaan Oosthoek, Senior Vice President, Operations and ICT		15,000	$	1,310,550		10,601		38,832	$	3,392,752		27,443
Tjeerd Wassenaar, Senior Vice President Legal		5,000	$	436,850		3,534		0	$	0		0
Non-Employee Directors
Frank Esser		599	$	52,335		423		0	$	0		0
Mark Heraghty		599	$	52,335		423		0	$	0		0
David Lister		599	$	52,335		423		0	$	0		0
Jean F.H.P. Mandeville		599	$	52,335		423		0	$	0		0
Rob Ruijter		599	$	52,335		423		0	$	0		0

(1)

Amounts above are rounded to the nearest whole number. With respect to INXN restricted shares held by non-employee directors, in addition to shares of DLR common stock issuable in respect thereof, the applicable holder of such restricted shares will be entitled to receive an amount in cash, in lieu of any fractional share of DLR common stock otherwise

issuable to such holder in respect thereof, equal to the fractional part of such share of DLR common stock multiplied by the volume weighted average price of DLR common stock during the ten trading days immediately prior to the time of the closing of the offer.

Procedures for Tendering

For you to validly tender your INXN shares pursuant to the offer, prior to the expiration of the offer:

•

If your shares are directly registered in your own name in INXN’s shareholders register, including if you are a record holder and you hold shares in book-entry form on the books of INXN’s transfer agent, the following must be received by the exchange agent at one of its addresses set forth in the letter of transmittal prior to the expiration time: (a) the letter of transmittal, properly completed and duly executed, and (b) any other documents required by the letter of transmittal.

•

If your shares are held in “street” name and are being tendered by book-entry transfer into an account maintained at DTC, the following must be received by American Stock Transfer & Trust Company, LLC, which is acting as the exchange agent in connection with the offer, at one of its addresses set forth in the letter of transmittal prior to the expiration time: (a) the letter of transmittal, properly completed and duly executed, or an agent’s message; (b) a book-entry confirmation from DTC; and (c) any other required documents.

•

If you hold your shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your shares be tendered.

The term “agent’s message” means a message transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering the INXN shares that are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the letter of transmittal and that Buyer may enforce that agreement against such participant.

The exchange agent will establish an account with respect to the INXN shares at DTC for purposes of the offer, and any eligible institution that is a participant in DTC may make book-entry delivery of the INXN shares by causing DTC to transfer such shares into the exchange agent’s account at DTC in accordance with DTC’s procedure for the transfer. Delivery of documents to DTC does not constitute delivery to the exchange agent.

Do not send letters of transmittal to DLR, Buyer or INXN. Letters of transmittal for INXN shares should be sent to the exchange agent at an address listed on the letter of transmittal.

Trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity who sign a letter of transmittal or any stock powers must indicate the capacity in which they are signing and must submit evidence of their power to act in that capacity unless waived by Buyer.

The method of delivery of INXN shares and all other required documents, including delivery through DTC, is at the option and risk of the tendering INXN shareholder, and delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, Buyer recommends registered mail with return receipt requested and properly insured. In all cases, INXN shareholders should allow sufficient time to ensure timely delivery.

No Guaranteed Delivery

Buyer is not providing for guaranteed delivery procedures, and therefore INXN shareholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC and the exchange agent prior to the expiration time. In accordance with the purchase agreement, the offer will initially

remain open until 4:00 p.m. Eastern Time on the date of the expiration time. For all other dates prior to the date of the expiration time, the normal business hours of DTC are between 8:00 a.m. and 5:30 p.m. Eastern Time, Monday through Friday, and the normal business hours of the exchange agent are between 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday. INXN shareholders must tender their INXN shares in accordance with the procedures set forth in this document. In all cases, Buyer will exchange shares validly tendered and accepted for exchange pursuant to the offer only after timely receipt by the exchange agent of shares (or timely confirmation of a book-entry transfer of such shares into the exchange agent’s account at DTC as described elsewhere in this document), a properly completed and duly executed letter of transmittal (or an agent’s message in connection with a book-entry transfer) and any other required documents.

Effect of Tenders

A tender of INXN shares pursuant to any of the procedures described above will constitute your acceptance of the terms and conditions of the offer as well as your representation and warranty to Buyer that (1) you have the full power and authority to tender, sell, assign and transfer the tendered shares (and any and all other INXN shares or other securities issued or issuable in respect of such shares); and (2) when the same are accepted for exchange, Buyer will acquire good, marketable and unencumbered title to such shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims.

The exchange of INXN shares validly tendered and accepted for exchange pursuant to the offer will be made only after timely receipt by the exchange agent of (a) the letter of transmittal for the INXN shares, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer through DTC, an agent’s message, and (b) any other required documents.

Determination of Validity

Buyer will determine questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of INXN shares, in Buyer’s sole discretion, and its determination will be final and binding, subject to any judgment of any court of competent jurisdiction. Buyer reserves the absolute right to reject any and all tenders of INXN shares that it determines are not in proper form or the acceptance of or exchange for which may, in the opinion of its counsel, be unlawful. Buyer also reserves the absolute right to waive any defect or irregularity in the tender of any INXN shares. No tender of INXN shares is valid until all defects and irregularities in such tender have been cured or waived. None of Buyer, the exchange agent, the information agent or any other person is under any duty to give notification of any defects or irregularities in the tender of any INXN shares or will incur any liability for failure to give any such notification. Buyer’s interpretation of the terms and conditions of the offer (including the letter of transmittal and instructions thereto) will be final and binding.

Extension of the Offer Period

Buyer shall also extend the offer on one or more occasions in consecutive periods of at least five business days and up to 10 business days each if, at the then-scheduled expiration time, any condition to the offer has not been satisfied or waived, in order to permit satisfaction of such condition, or for periods of up to 20 business days in case of the regulatory approvals condition if either such condition is not reasonably likely to be satisfied within such 10 business-day extension period. Buyer shall not be required or permitted (without consent of INXN) to, extend the offer on more than three occasions if the sole remaining unsatisfied condition to the offer is the minimum condition, and Buyer shall not be required to extend the offer beyond the end date (which end date may be extended in accordance with the purchase agreement). If INXN elects to hold a subsequent EGM, then Buyer shall extend the offer until the date that is six business days after the date of the subsequent EGM.

Irrespective of whether INXN holds a subsequent EGM, following the acceptance time, Buyer shall provide a subsequent offering period, in accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act).

Subsequent Offering Period

Following the acceptance time, Buyer shall provide a subsequent offering period in accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act).

The Post-Offer Reorganization

As promptly as practicable following the closing of the subsequent offering period, DLR and INXN and their respective subsidiaries, as applicable, shall effectuate or cause to be effectuated the post-offer reorganization. The post-offer reorganization will utilize processes available to Buyer under Dutch law aimed at strengthening DLR’s direct or indirect control over INXN or its assets and business operations. More specifically, the post-offer reorganization would ensure that, if the required resolutions are adopted at the EGM, Buyer or one of its affiliates becomes the sole owner of all or substantially all of INXN’s business operations from and after the consummation of such post-offer reorganization, even if not all of the shareholders of INXN have tendered their shares under the offer. There are no circumstances, if the required resolutions are adopted at the EGM, pursuant to which Buyer or one of its affiliates would not become the sole owner of all or substantially all of INXN’s business operations from and after the consummation of such post-offer reorganization, whether through ownership of one hundred percent (100%) of INXN’s equity or one hundred percent (100%) of INXN’s assets.

Following the closing of the offer (including the closing of any shares tendered in the subsequent offering period), DLR and INXN and their respective subsidiaries, as applicable, shall effectuate or cause to be effectuated the post-offer reorganization. DLR and Buyer have a preference for effectuating the legal merger, the legal demerger or the asset sale. The post-offer reorganization will, if the required resolutions are adopted at the EGM, result in Buyer or one of its affiliates becoming the sole owner of all or substantially all of INXN’s business operations from and after the consummation of such post-offer reorganization, regardless of whether or not all of the shareholders of INXN have tendered their shares in the offer or whether or not Buyer has lowered the minimum condition. An affirmative vote of an independent director (as defined in the purchase agreement) will be required to effectuate the post-offer reorganization actions listed above, other than the legal merger, the post-merger share sale, the legal demerger, the post-demerger share sale, the asset sale, the liquidation, the liquidation distribution or the compulsory acquisition, which will not require such consent following the approval of the required resolutions at the EGM.

•

Legal Merger: The legal merger comprises a triangular legal merger under Dutch law. INXN will merge with and into Intrepid II, a wholly owned subsidiary of Intrepid I, which is a wholly owned subsidiary of Buyer. Intrepid II will be the surviving entity of the legal merger. Intrepid I, as the sole shareholder of Intrepid II, will allot (i.e., issue by operation of Dutch law in a merger transaction) shares to INXN shareholders at the time the legal merger is effectuated, as further described in the purchase agreement. As part of the legal merger, INXN shareholders that do not validly tender in the offer will be allotted shares in Intrepid I in respect of their INXN shares. As part of the legal merger, Buyer will be allotted shares in Intrepid I in respect of any INXN shares it accepted for exchange in the offer. Following the legal merger, Intrepid I will transfer the issued and outstanding share in the share capital of Intrepid II to Buyer or its designated nominee in exchange for an exchangeable note or the buyer note, which transaction we refer to as the post-merger share sale. As a result, Intrepid II (holding all of the INXN business) will become a direct subsidiary of Buyer or its designated nominee. The allotment of Intrepid I shares will occur only in the legal merger as part of the post-offer reorganization and not in the offer itself.

•

Legal Demerger: The legal demerger comprises a legal demerger under Dutch law whereby INXN splits off all of its assets and liabilities to SplitCo, a newly incorporated wholly owned subsidiary of INXN. Following the legal demerger, INXN will transfer the issued and outstanding share in the share capital of SplitCo to Buyer or its designated nominee in exchange for an exchangeable note or the buyer note. As a result of the post-demerger share sale, SplitCo will become a direct subsidiary of Buyer or its designated nominee.

•

Following one of the options above, if the number of INXN shares owned by Parent, Buyer or any of their affiliates upon closing of the offer (including the closing of any shares tendered in the subsequent offering period) do not represent at least ninety-five percent (95%) of INXN’s issued and outstanding capital, which threshold we refer to as the compulsory acquisition threshold, INXN or Intrepid I (as applicable) will be immediately dissolved and liquidated. As a result, former INXN shareholders who did not tender in the offer and who became DLR stockholders as a result of the post-offer reorganization will be entitled to receive shares of DLR common stock (and cash in lieu of fractional shares of DLR common stock) following completion of an advance liquidation distribution by INXN or Intrepid I (as applicable), subject to applicable withholding taxes (including Dutch dividend withholding tax). If the compulsory threshold has been achieved, Buyer or DLR will commence the compulsory acquisition before the Enterprise Chamber of the Amsterdam Court of Appeals in respect of INXN or Intrepid I (as applicable). The Enterprise Chamber of the Amsterdam Court of Appeals has sole discretion to determine the per share price in cash and Buyer will become the sole shareholder of INXN or shareholder of Intrepid I (as applicable).

Withdrawal Rights

An INXN shareholder may properly withdraw INXN shares tendered pursuant to the offer at any time prior to the expiration time. On and after the expiration time, INXN shareholders that have tendered their shares pursuant to the offer will no longer be able to withdraw their shares and tenders of shares made pursuant to the offer will be irrevocable; provided, that, if Buyer has not yet accepted INXN shares tendered for exchange, any INXN shareholder may withdraw its tendered shares after the 60th day following commencement of the offer pursuant to Section 14(d)(5) of the Exchange Act.

To properly withdraw previously tendered shares, INXN shareholders must instruct the exchange agent to arrange for the withdrawal of such shares by a written or facsimile transmission notice of withdrawal, which must be timely received by the exchange agent prior to the expiration time at the appropriate address set forth on the back cover of this document. Any notice of withdrawal must specify the name of the person having tendered the INXN shares to be withdrawn, the number of tendered INXN shares to be withdrawn and the name of the holder of the tendered INXN shares to be withdrawn, if different from that of the person who tendered such shares.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal shall be determined by Buyer, in its sole discretion, which determination shall be final and binding, subject to any judgment of any court of competent jurisdiction. No withdrawal of tendered INXN shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Buyer or any of its affiliates or assignees, the exchange agent, or any other person shall be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of INXN shares may not be rescinded, and any INXN shares properly withdrawn shall be deemed not to have been validly tendered for purposes of the offer. However, withdrawn INXN shares may be retendered by following one of the procedures for tendering described above.

Appraisal Rights

Neither INXN’s shareholders nor shareholders of Intrepid I are entitled under Dutch law or otherwise to appraisal or dissenters’ rights related to the INXN shares or Intrepid I shares in connection with the offer or, subject to the following, the post-offer reorganization.

DLR stockholders are not entitled to appraisal or dissenters’ rights with respect to any of the matters to be considered and voted on at the DLR special meeting.

Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares

The following is a summary of the material U.S. federal income tax considerations to U.S. holders (as defined below) of INXN shares of the receipt of shares of DLR common stock pursuant to the offer and the post-offer reorganization and of the ownership and disposition of such shares of DLR common stock.

This summary is for general information only and is not tax advice. The information in this summary is based on:

•

the Internal Revenue Code of 1986, as amended, which we refer to as the Code;

•

current, temporary and proposed U.S. Treasury regulations promulgated under the Code, which we refer to as the Treasury Regulations;

•

the legislative history of the Code;

•

administrative interpretations and practices of the Internal Revenue Service, which we refer to as the IRS; and

•

court decisions;

in each case, as of the date of this proxy statement/prospectus. In addition, the administrative interpretations and practices of the IRS include its practices and policies as expressed in private letter rulings that are not binding on the IRS except with respect to the particular taxpayers who requested and received those rulings. Future legislation, Treasury Regulations, administrative interpretations and practices and/or court decisions may adversely affect the tax considerations contained in this summary. Any such change could apply retroactively to transactions preceding the date of the change. We have not requested and do not intend to request a ruling from the IRS regarding the U.S. federal income tax consequences of the offer or the post-offer reorganization or DLR’s qualification as a REIT, and the statements in this proxy statement/prospectus are not binding on the IRS or any court. Thus, we can provide no assurance that the tax considerations contained in this summary will not be challenged by the IRS or will be sustained by a court if challenged by the IRS. This summary does not discuss any state, local or non-U.S. tax consequences, or any tax consequences arising under any U.S. federal tax laws other than U.S. federal income tax laws.

This summary assumes that holders of INXN shares hold their INXN shares and, following the offer or the post-offer reorganization, shares of DLR common stock as “capital assets” (generally, property held for investment within the meaning of Section 1221 of the Code). It does not address all U.S. federal income tax

consequences that may be relevant to holders of INXN shares in light of their particular circumstances, including any tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. In addition, except where specifically noted, this discussion does not address the tax consequences relevant to persons subject to special rules, including, without limitation:

•

banks, insurance companies, and other financial institutions;

•

tax-exempt organizations or governmental organizations;

•

S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

•

persons who hold INXN shares (or, following the offer or the post-offer reorganization, shares of DLR common stock) pursuant to the exercise of any employee stock option or otherwise as compensation;

•

persons who are “United States shareholders” within the meaning of Section 951(b) of the Code;

•

regulated investment companies and REITs;

•

“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

•

broker, dealers or traders in securities;

•

U.S. expatriates and former citizens or long-term residents of the United States;

•

persons holding INXN shares (or, following the offer or the post-offer reorganization, shares of DLR common stock) as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

•

persons deemed to sell INXN shares (or, following the offer or the post-offer reorganization, shares of DLR common stock) under the constructive sale provisions of the Code; or

•

United States persons whose functional currency is not the U.S. dollar.

When we use the term “U.S. holder,” we mean a holder of INXN shares or, following the offer or the post-offer reorganization, shares of DLR common stock that, for U.S. federal income tax purposes, is or is treated as:

•

an individual who is a citizen or resident of the United States;

•

a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a United States court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

If a holder of INXN shares is an individual, corporation, estate or trust and is not a U.S. holder, such holder is a “non-U.S. holder.”

If an entity treated as a partnership for U.S. federal income tax purposes holds INXN shares or, following the offer or the post-offer reorganization, shares of DLR common stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding INXN shares or, following the offer or the post-offer reorganization, shares of DLR common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS OF INXN SHARES SHOULD CONSULT THEIR TAX ADVISOR WITH RESPECT TO

THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE OFFER AND THE POST-OFFER REORGANIZATION AND THE OWNERSHIP AND DISPOSITION OF DLR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Receipt of DLR Common Stock in Exchange for INXN Shares Pursuant to the Offer

The exchange by U.S. holders of INXN shares for shares of DLR common stock pursuant to the offer is expected to be a taxable transaction for U.S. federal income tax purposes, and the following discussion assumes such tax treatment. A U.S. holder generally will recognize gain or loss upon the exchange of INXN shares for shares of DLR common stock pursuant to the offer equal to the difference, if any, between: (1) the sum of the fair market value of shares of DLR common stock and any cash received by such holder (including cash in lieu of fractional shares of DLR common stock); and (2) the U.S. holder’s adjusted tax basis in the INXN shares surrendered. Such gain or loss generally will be capital gain or loss, and generally will be long-term capital gain or loss if the INXN shares exchanged pursuant to the offer are held for more than one year as of the date the shares of DLR common stock are received. If a U.S. holder holds different blocks of INXN shares (generally, INXN shares acquired on different dates or at different prices), such U.S. holder should consult its tax advisor regarding the determination of the basis and holding period, and the calculation of gain or loss (and whether such gain or loss is long-term or not), in respect of particular blocks of INXN shares. Non-corporate U.S. holders generally will be eligible for the preferential U.S. federal income tax rates applicable to long-term capital gains. The deductibility of capital losses is subject to limitations. Any such gain or loss recognized by a U.S. holder will generally be treated as U.S. source gain or loss.

A U.S. holder generally will have an aggregate tax basis in the shares of DLR common stock received pursuant to the offer equal to the fair market value of such shares as of the date such shares are received. A U.S. holder’s holding period in shares of DLR common stock received pursuant to the offer will begin the day after the date such shares are received.

The foregoing discussion assumes that INXN is not currently, and has not been, a passive foreign investment company, which we refer to as a PFIC, for U.S. federal income tax purposes. INXN believes that it is not, and has not ever been, a PFIC. In general, the test for determining whether INXN is or has been a PFIC is applied annually and is based upon the composition of INXN’s and certain of its affiliates’ income and assets for such taxable year. If INXN were a PFIC in the current taxable year or in any prior taxable year in which the tendering U.S. holder has held INXN shares, then such U.S. holder would be subject to adverse U.S. federal income tax consequences with respect to gain recognized on any sale or exchange of such shares, including an exchange of such shares pursuant to the offer, unless such U.S. holder has in effect certain elections, such as the mark-to-market election. U.S. holders should consult their tax advisors regarding the application of the PFIC rules to the offer and the post-offer reorganization.

Receipt of DLR Common Stock or Cash in Exchange for INXN Shares Pursuant to the Post-Offer Reorganization

The U.S. federal income tax consequences of the post-offer reorganization will depend on the exact manner in which it is carried out. However, if a U.S. holder receives cash for INXN shares in the compulsory acquisition or shares of DLR common stock or any cash (including cash in lieu of fractional shares of DLR common stock and any cash proceeds from a sale of DLR common stock by the exchange agent to satisfy any applicable Dutch dividend withholding tax) for INXN shares in the liquidation distribution, the U.S. federal income tax consequences to such U.S. holder would generally be the same as described above. Each U.S. holder should consult its tax advisor regarding the tax consequences of exchanging INXN shares pursuant to the post-offer reorganization.

Foreign Tax Credits

In certain circumstances, a non-tendering U.S. holder may be subject to Dutch dividend withholding tax, as further described in “The Offer — Material Dutch Dividend Withholding Tax Consequences of the Post-Offer Reorganization” beginning on page 90. Non-tendering U.S. holders may be able to deduct, or claim a U.S. foreign tax credit in respect of, such Dutch dividend withholding tax. However, the U.S. foreign tax credit rules are complex and the ability to claim a foreign tax credit depends on, among other things, whether such holder has sufficient income from non-U.S. sources. The receipt by a U.S. holder of cash for INXN shares in the compulsory acquisition or shares of DLR common stock or any cash (including cash in lieu of fractional shares of DLR common stock and any cash proceeds, including the deemed receipt thereof, from a sale of DLR common stock by the exchange agent to satisfy any applicable Dutch dividend withholding tax) for INXN shares in the liquidation distribution generally will not give rise to foreign source income for U.S. foreign tax credit purposes. Non-tendering U.S. holders should consult their tax advisors regarding the treatment of any Dutch dividend withholding tax for U.S. federal income tax purposes.

Information Reporting and Backup Withholding

Any actual or deemed payments to a holder of INXN shares in connection with the offer or the post-offer reorganization (including cash in lieu of fractional shares of DLR common stock and, in the case of a non-tendering holder, any cash proceeds from a sale of DLR common stock by the exchange agent to satisfy any applicable Dutch dividend withholding tax) generally will be subject to information reporting and may be subject to U.S. federal backup withholding (currently, at a rate of 24%).

To prevent backup withholding, U.S. holders of INXN shares should provide the exchange agent with a properly completed IRS Form W-9 and non-U.S. holders should provide the exchange agent with a properly completed applicable IRS Form W-8. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a holder’s U.S. federal income tax liability, provided that such holder furnishes certain required information to the IRS in a timely fashion.

All holders of INXN shares should consult their tax advisors for further guidance regarding the completion of IRS Form W-9 or applicable IRS Form W-8 to claim exemption from U.S. federal backup withholding.

Material U.S. Federal Income Tax Considerations Applicable to Holders of DLR Common Stock

For a summary of the material U.S. federal income tax considerations applicable to holders of INXN shares regarding the ownership and disposition of DLR common stock received in the offer or the post-offer reorganization and the tax treatment of DLR as a REIT, please read the information under the heading “United States Federal Income Tax Considerations” in Item 8.01 of the January 2019 Current Report, and the discussion under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1 to the January 2019 Current Report.

Material Dutch Income Tax Consequences of the Offer and the Post-Offer Reorganization for Holders of INXN Shares

This paragraph outlines the principal Dutch tax consequences of the offer and the post-offer reorganization for the holders of INXN shares. It does not present a comprehensive or complete description of all aspects of Dutch tax law which could be relevant to a holder INXN shares. For Dutch tax purposes, a holder of INXN shares may include an individual or entity not holding the legal title to the INXN shares, but to whom, or to which, the INXN shares are, or the income from the INXN shares is, nevertheless attributed based either on this individual or entity owning a beneficial interest in the INXN shares or on specific statutory provisions. These include statutory provisions attributing INXN shares to an individual who is, or who has directly or indirectly inherited from a person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that holds the INXN shares.

This paragraph is intended as general information only. Holders of INXN shares should consult their own tax adviser regarding the Dutch or local tax consequences of the offer and the post-offer reorganization.

This paragraph is based on Dutch tax law as applied and interpreted by Dutch tax courts and as published and in effect on the date of this proxy statement/prospectus, including the tax rates applicable on that date, without prejudice to any amendments introduced or becoming effective at a later date and implemented with or without retroactive effect.

Any reference in this paragraph made to Dutch taxes, Dutch tax or Dutch tax law should be construed as a reference to any taxes of any nature levied by or on behalf of the Netherlands or any of its subdivisions or taxing authorities or to the law governing such taxes, respectively. The Netherlands means the part of the Kingdom of the Netherlands located in Europe.

This paragraph does not describe any Dutch tax considerations or consequences that may be relevant where a holder of INXN shares:

(i)	is an individual and the income or capital gains of the holder of INXN shares derived from the INXN shares are attributable to employment activities, the income from which is taxable in the Netherlands;

(ii)

has a substantial interest or a fictitious substantial interest in INXN within the meaning of chapter 4 of the Dutch Income Tax Act 2001. Generally, a holder of INXN shares has a substantial interest in INXN if the holder of INXN shares, alone or — in case of an individual — together with a partner for Dutch tax purposes, or any relative by blood or by marriage in the ascending or descending line (including foster-children) of the holder of INXN shares or the partner, owns or holds, or is deemed to own or hold shares or certain rights to shares, including rights to directly or indirectly acquire shares, directly or indirectly representing 5% or more of INXN’s issued capital as a whole or of any class of shares or profit participating certificates relating to 5% or more of INXN’s annual profits or 5% or more of INXN’s liquidation proceeds;

(iii)

is an entity which under the Dutch Corporate Income Tax Act 1969, which we refer to as CITA, is not subject to Dutch corporate income tax or is fully or partly exempt from Dutch corporate income tax (such as a qualifying pension fund);

(iv)	is an investment institution as described in Section 6a or 28 CITA;

(v)

is required to apply the participation exemption with respect to the Shares (as defined in Section 13 CITA). Generally, a shareholder is required to apply the participation exemption if it is subject to Dutch corporate income tax and it, or a related entity, holds an interest of 5% or more of the nominal paid-up share capital in the company;

(vi)	holds the shares through an entity which is treated as transparent for Dutch tax purposes, while being treated as a resident under the laws of another state; or

(vii)

is an entity which is a resident of Aruba, Curacao or St. Maarten and has an enterprise which is fully or partly carried on through a permanent establishment or a permanent representative in Bonaire, Sint Eustatius or Saba, to which the shares are attributable.

Taxes on Income and Capital Gains

Residents of the Netherlands

The description of certain Dutch tax consequences in this section is only intended for the following holders of INXN shares:

(i)	individuals who are resident or deemed to be resident in the Netherlands, which we refer to as Dutch Resident Individuals; and

(i)	entities or enterprises that are subject to the CITA and are resident or deemed to be resident in the Netherlands, which we refer to as Dutch Resident Corporate Entities.

Dutch Resident Individuals engaged or deemed to be engaged in an enterprise or in miscellaneous activities

Dutch Resident Individuals engaged or deemed to be engaged in an enterprise or in miscellaneous activities are generally subject to income tax at statutory progressive rates with a maximum of 51.75%, on any benefits derived or deemed to be derived from the INXN shares, including any capital gains realized on any disposal of the INXN shares, including as a result of tendering the shares of INXN pursuant to the offer or as a result of the post-offer reorganization, where those benefits are attributable to:

(i)	an enterprise from which a Dutch Resident Individual derives profits, whether as an entrepreneur or by being co-entitled to the net worth of this enterprise other than as an entrepreneur or shareholder; or

(ii)	miscellaneous activities, including activities which are beyond the scope of active portfolio investment activities (meer dan normaal vermogensbeheer).

Dutch Resident Individuals not engaged or deemed to be engaged in an enterprise or in miscellaneous activities

Generally, the INXN shares held by a Dutch Resident Individual who is not engaged or deemed to be engaged in an enterprise or in miscellaneous activities, or who is so engaged or deemed to be engaged but the INXN shares are not attributable to that enterprise or miscellaneous activities, will be subject to annual income tax imposed on a fictitious yield on the INXN shares under the regime for savings and investments. Irrespective of the actual income or capital gains realized, including as a result of tendering the shares of INXN pursuant to the offer or as a result of the post-offer reorganization, the annual taxable benefit from a Dutch Resident Individual’s assets and liabilities taxed under this regime, including the INXN shares, is set at a percentage of the positive balance of the fair market value of these assets, including the INXN shares, and the fair market value of these liabilities. The percentage, effective in 2019, which is subject to an annual indexation, increases:

(i)	from 1.94% over the first €71,650;

(ii)	to 4.45% over €71,651 up to and including €989,736; and

(iii)

to a maximum of 5.60% over €989,737 or higher.

No taxation occurs if this positive balance does not exceed a certain threshold. The fair market value of assets, including the INXN shares, and liabilities that are taxed under this regime is measured exclusively on January 1 of every calendar year. The tax rate under the regime for savings and investments is a flat rate of 30%.

Dutch Resident Corporate Entities

Dutch Resident Corporate Entities are generally subject to corporate income tax at statutory rates up to 25% on any benefits derived or deemed to be derived from the INXN shares, including any capital gains realized on any disposal of the INXN shares, including as a result of tendering the shares of INXN pursuant to the offer or as a result of the post-offer reorganization.

Non-Residents of the Netherlands

The description of certain Dutch tax consequences in this section is only intended for the following shareholders:

(i)	individuals who are not resident and not deemed to be resident in the Netherlands, which we refer to as Non-Dutch Resident Individuals; and

(i)	entities that are not resident and not deemed to be resident in the Netherlands, which we refer to as Non-Dutch Resident Corporate Entities.

Non-Dutch Resident Individuals

A Non-Dutch Resident Individual will not be subject to any Dutch taxes on any benefits derived or deemed to be derived from the INXN shares, including any capital gains realized on any disposal of the INXN shares, including as a result of tendering the shares of INXN pursuant to the offer or as a result of the post-offer reorganization, unless:

(i)

the Non-Dutch Resident Individual derives profits from an enterprise, whether as entrepreneur or by being co-entitled to the net worth of this enterprise other than as an entrepreneur or shareholder and this enterprise is fully or partly carried on through a permanent establishment or a permanent representative in the Netherlands, to which the INXN shares are attributable;

(i)	the Non-Dutch Resident Individual derives benefits from miscellaneous activities carried on in the Netherlands in respect of the INXN shares, including activities which are beyond the scope of active portfolio investment activities; or

(ii)	the Non-Dutch Resident Individual is entitled to a share — other than by way of securities — in the profits of an enterprise, which is effectively managed in the Netherlands and to which enterprise the INXN shares are attributable.

Non-Dutch Resident Corporate Entities

A Non-Dutch Resident Corporate Entity will not be subject to any Dutch taxes on any benefits derived or deemed to be derived from the INXN shares, including any capital gains realized on any disposal of the INXN shares, including as a result of tendering the shares of INXN pursuant to the offer or as a result of the post-offer reorganization, unless:

(i)	the Non-Dutch Resident Corporate Entity derives profits from an enterprise, which is fully or partly carried on through a permanent establishment or a permanent representative in the Netherlands to which the INXN shares are attributable; or

(ii)	the Non-Dutch Resident Corporate Entity is entitled to a share in the profits — other than by way of securities — of an enterprise or a co-entitlement to the net worth of an enterprise, which is effectively managed in the Netherlands and to which enterprise the INXN shares are attributable.

Other Taxes and Duties

No other Dutch taxes, including turnover or value-added taxes and taxes of a documentary nature, such as capital tax, stamp or registration tax or duty, are payable by, or on behalf of, the holder of INXN shares in respect of the offer and the post-offer reorganization.

Material Dutch Dividend Withholding Tax Consequences of the Post-Offer Reorganization

Under Dutch law, the liquidation distribution generally will be subject to a 15% Dutch dividend withholding tax under the Dividend Withholding Tax Act 1965 to the extent it exceeds the recognized average paid up capital for Dutch dividend withholding tax purposes of the INXN shares or Intrepid I shares (as applicable). Application of the Dutch dividend withholding tax will cause the net value of the consideration to be received by the non-tendering holders of INXN shares in the liquidation to be less than the net value of the consideration such non-tendering holders of INXN shares would have received had they tendered their INXN shares in the offer. Holders of INXN shares who receive shares of DLR common stock or cash (including cash in lieu of fractional shares of DLR common stock) pursuant to the offer or in the compulsory acquisition, as applicable, generally will not be subject to Dutch dividend withholding tax.

In respect of the liquidation distribution to the non-tendering holders of INXN shares the exchange agent, acting as agent of INXN or Intrepid I (as applicable) in their capacity as withholding agent, will not apply any

reductions of, or exemptions from, Dutch dividend withholding tax at source based on any treaty for the avoidance of double taxation and any regulations for claiming relief thereunder or otherwise and accordingly the non-tendering holders of INXN shares are solely responsible for timely claiming any such relief if and where applicable.

Without prejudice to the preceding paragraph, a non-tendering U.S. holder of INXN shares that is resident in the United States for purposes of the 1992 treaty for the avoidance of double taxation between the United States and the Netherlands, as amended most recently by the Protocol signed 8 March 2004, which we refer to as the treaty, and who is entitled to the benefits of the treaty, generally will be entitled to an exemption from, or a reduction of, Dutch dividend withholding tax, among others, in the following situations: (i) if the non-tendering U.S. holder of INXN shares is an exempt pension trust as described in Article 35 of the treaty or (ii) if the non-tendering U.S. holder of INXN shares is an exempt organization as described in Article 36 of the treaty, the non-tendering U.S. holder of INXN shares is entitled to a refund from Dutch dividend withholding tax. A non-tendering U.S. holder of INXN shares that qualifies for a refund may generally claim a refund, by timely making the requisite filings.

Non-tendering U.S. holders of INXN shares may be able to deduct, or claim a U.S. foreign tax credit in respect of, Dutch dividend withholding tax. For more information, see the information under “The Offer — Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares — Foreign Tax Credits” beginning on page 87.

Accounting Treatment of the Transactions

DLR prepares its financial statements in accordance with GAAP. The transactions will be accounted for by applying the acquisition method, which requires the identification of the acquirer, the determination of the acquisition date, the recognition and measurement, at fair value, of the identifiable assets acquired, liabilities assumed and any noncontrolling interest in the consolidated subsidiaries of the acquiree and recognition and measurement of goodwill or a gain from a bargain purchase.

Listing of DLR Common Stock

It is a condition to each party’s obligation to complete the transactions contemplated by the purchase agreement that the shares of DLR common stock to be issued in connection with the offer be approved for listing on the NYSE, subject to official notice of issuance. DLR has agreed to use its reasonable best efforts to have the application for the listing of the DLR common stock accepted by the NYSE as promptly as is practicable. After the post-offer reorganization is completed, the INXN shares currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

Restriction on Resales of Shares of DLR Common Stock Received in the Offer

The shares of DLR common stock to be issued in connection with the offer will not be subject to any restrictions on transfer existing under the Securities Act, except for any shares to be paid by Buyer to an INXN shareholder who may be deemed to be an “affiliate” of DLR after the completion of the transactions contemplated by the purchase agreement. This document does not cover resales of DLR common stock by affiliates of DLR or INXN.

THE PURCHASE AGREEMENT

This section of this proxy statement/prospectus summarizes the material provisions of the purchase agreement, which is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference. As a stockholder, you are not a third party beneficiary of the purchase agreement and therefore you may not directly enforce any of its terms and conditions.

This summary may not contain all of the information about the purchase agreement that is important to you. DLR urges you to carefully read the full text of the purchase agreement because it is the legal document that governs the offer. The purchase agreement is not intended to provide you with any factual information about DLR. In particular, the assertions embodied in the representations and warranties contained in the purchase agreement (and summarized below) are qualified by information each of DLR and INXN filed with the SEC prior to the effective date of the purchase agreement, as well as by certain disclosure letters each of the parties delivered to the other in connection with the signing of the purchase agreement, which modify, qualify and create exceptions to the representations and warranties set forth in the purchase agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may apply contractual standards of materiality in a way that is different from what may be viewed as material by investors or that is different from standards of materiality generally applicable under the U.S. federal securities laws or may not be intended as statements of fact, but rather as a way of allocating risk among the parties to the purchase agreement. The representations and warranties and other provisions of the purchase agreement and the description of such provisions in this proxy statement/prospectus should not be read alone but instead should be read in conjunction with the other information contained in the reports, statements and filings that DLR files with the SEC and that INXN files with or furnishes to the SEC and the other information in this proxy statement/prospectus. See “Where You Can Find More Information and Incorporation by Reference” beginning on page 183.

DLR acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, DLR is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this proxy statement/prospectus not misleading.

The Offer

Consideration Offered to INXN Shareholders

On the terms and subject to the conditions of the purchase agreement, Buyer shall offer to exchange each issued and outstanding INXN share validly tendered and not properly withdrawn pursuant to the offer for the right to receive 0.7067 shares of DLR common stock. The offer consideration shall not be adjusted to reflect changes in the trading prices of DLR common stock or INXN shares prior to the date of the closing of the offer.

Treatment of INXN Equity Awards

At the time of the closing of the offer, subject to applicable taxes, (i) each outstanding INXN restricted share held by a non-employee director of INXN, shall be cancelled and converted into the right to receive the offer consideration and (ii) each INXN restricted share that is outstanding as of immediately prior to the effective time and that is held by a person other than a non-employee director of INXN shall be assumed by DLR and converted into 0.7067 DLR RSUs. Each DLR RSU, as assumed and converted, shall be subject to the same vesting terms and conditions as applied to the underlying restricted share immediately prior to closing, except that upon a termination of the applicable holder’s service by DLR or an affiliate thereof following the time of the closing of the offer other than for “cause” (as defined in the 2013 Plan) or, solely with respect to any DLR RSU held by INXN’s senior management, the holder’s involuntary termination due to such holder’s “material demotion” (as defined, with respect to awards granted (x) prior to October 29, 2019, to the extent provided in and within the meaning of the applicable award agreement and (y) on or after October 29, 2019, in the purchase agreement), such DLR RSU will vest and all restrictions thereon (including any post-vesting or other holding periods) will lapse.

At the time of the closing of the offer, (i) each outstanding award of INXN performance shares will be deemed to have satisfied the performance condition applicable thereto as follows: (A) with respect to INXN performance shares subject to a performance period that has been completed prior to the closing, at actual performance attained for such performance period and (B) with respect to INXN performance shares subject to a performance period that has not been completed as of the closing, at (x) 150% or 100% of target with respect to the awards of performance shares held by David C. Ruberg, the executive director of INXN, and (y) 150% or 115% of target with respect to awards of performance shares held by members of INXN’s senior management team other than the executive director of INXN; and (ii) each such performance share that is deemed to satisfy the performance condition shall be assumed by DLR and converted into 0.7067 DLR RSUs. Each DLR RSU, as so assumed and converted, shall be subject to the same vesting terms and conditions (excluding performance vesting conditions) that applied to the underlying performance share immediately prior to closing, except that upon a termination of the applicable holder’s service by DLR or an affiliate thereof following the time of the closing of the offer other than for “cause” (as defined in the 2013 Plan) or the holder’s involuntary termination due to such holder’s “material demotion” (as defined in the purchase agreement), such DLR RSU will vest and all restrictions thereon (including any post-vesting or other holding periods) will lapse.

At the time of the closing of the offer, each outstanding YourShare Award will be converted into a number of shares of DLR common stock equal to the product of (i) the number of shares underlying such YourShare Award immediately prior to the closing multiplied by (ii) the exchange ratio of 0.7067. Such shares of DLR common stock, as so assumed and converted, shall be subject to the same terms and conditions that applied to the underlying YourShare Award immediately prior to closing, except that upon a termination of the applicable holder’s service by DLR or an affiliate thereof following the time of the closing of the offer other than for “cause” (as defined in the 2013 Plan), the holding periods applicable to such holder’s shares of DLR common stock will lapse.

Commencement and Expiration of the Offer

Buyer shall commence the offer promptly after the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part is declared effective under the Securities Act. The offer shall expire at 4:00 p.m. (New York City time) on the later of (i) the twenty-first business day following commencement of the offer and (ii) sixth business day after the EGM, subject to extension as described below, such time, or such later time to which the offer has been so extended, we refer to as the expiration time.

Acceptance of INXN Shares in the Offer

The obligation of Buyer to accept for exchange, and the obligation of DLR to issue and cause to be transferred shares of DLR common stock to Buyer to offer in exchange for, any INXN shares validly tendered and not properly withdrawn pursuant to the offer shall be subject to the satisfaction or waiver of the closing conditions set forth below under the heading “The Purchase Agreement — Conditions to Closing of the Offer.” If Buyer accepts INXN shares in the offer in accordance with the terms of the purchase agreement, then DLR and INXN and their respective subsidiaries, as applicable, shall effectuate or cause to be effectuated the post-offer reorganization.

Extension of the Offer

Buyer may extend the offer to such other date and time as may be agreed in writing by Buyer, DLR and INXN, and Buyer shall extend the offer for any minimum period as required by the SEC or the NYSE rules applicable to the offer.

Buyer shall also extend the offer on one or more occasions in consecutive periods of at least five business days and up to 10 business days each if, at the then-scheduled expiration time, any condition to the offer has not been satisfied or waived, in order to permit satisfaction of such condition, or for periods of up to 20 business days in case of the regulatory approval condition if such condition is not reasonably likely to be satisfied within such 10 business-day extension period. Buyer shall not be required or permitted (without consent of INXN) to extend the offer on more than three occasions if the sole remaining unsatisfied condition to the offer is the minimum condition, and Buyer shall not be required to extend the offer beyond the end date (which end date may be extended in accordance with the purchase agreement). If INXN elects to hold a subsequent EGM, then Buyer shall extend the offer until the date that is six business days after the date of the subsequent EGM.

No Fractional Shares

In lieu of any fractional shares of DLR common stock that otherwise would be issuable pursuant to the offer, each holder of INXN shares who otherwise would be entitled to receive a fraction of a share of DLR common stock pursuant to the offer (after aggregating all INXN shares tendered in the offer (and not validly withdrawn) by such holder) shall be paid an amount in cash (without interest and subject to any applicable withholding taxes, including Dutch dividend withholding tax) equal to such fractional part of a share of DLR common stock multiplied by the DLR trading price, rounded to the nearest one-hundredth of a cent, which we refer to as the fractional share cash amount.

The Post-Offer Reorganization

The post-offer reorganization shall comprise, at Buyer’s election, one or more of the following actions in accordance with the purchase agreement:

•

the legal merger (as further described below);

•

the legal demerger (as further described below);

•

the asset sale (as further described below);

•

the liquidation and liquidation distribution (as further described below);

•

the commencement of the compulsory acquisition (as further described below);

•

a contribution of cash or assets by DLR or Buyer or any affiliate in exchange for INXN shares, in which circumstances the pre-emptive rights (voorkeursrechten), if any, of the INXN minority shareholders could be excluded;

•

a sale and transfer of substantially all of the assets and liabilities of INXN and its subsidiaries by (i) a subsidiary of INXN to DLR or Buyer or an affiliate or (ii) by DLR or Buyer or an affiliate to any subsidiary of INXN;

•

a distribution of proceeds, cash or assets to the shareholders of INXN or share buybacks;

•

a dissolution or liquidation of INXN;

•

a subsequent public offer for any shares held by the minority shareholders of INXN;

•

any transaction between INXN and DLR or Buyer or their respective affiliates that are not at arms’ length;

•

any transaction, including a sale or transfer of any material assets and/or liabilities, between INXN and its affiliates or between INXN and Buyer or their respective affiliates with the objective of utilizing any carry forward tax losses available to the INXN, Buyer or any of their respective affiliates;

•

any transactions, restructurings, share issues, actions, procedures or proceedings in relation to INXN or one or more of its affiliates required to effectuate the aforementioned transactions; or

•

any combination of the foregoing.

DLR and Buyer have a preference for effectuating the legal merger, the legal demerger or the asset sale. An affirmative vote of an independent director (as defined in the purchase agreement) will be required to effectuate the post-offer reorganization actions listed above, other than the legal merger, the post-merger share sale, the legal demerger, the post-demerger share sale, the asset sale, the liquidation, the liquidation distribution or the compulsory acquisition, which will not require such consent following the approval of the required resolutions by the EGM.

Legal Merger and Post-Merger Share Sale

The legal merger comprises a triangular legal merger under Dutch law between INXN (as disappearing entity), Intrepid II (the surviving entity of the legal merger) and Intrepid I (the sole shareholder of Intrepid II, which will allot shares to the shareholders of INXN at the time the legal merger is effectuated), as further described in the purchase agreement.

If DLR or Buyer determines to effectuate the legal merger, then promptly following completion of the legal merger, Buyer shall enter into, and cause Intrepid I to enter into, the post-merger share sale agreement, resulting in the acquisition by Buyer of 100% of the INXN business, followed by (i) if, as of expiration of the subsequent offering period, the post-offer reorganization threshold has been achieved but the compulsory acquisition threshold has not been achieved, the liquidation and the liquidation distribution as further described below, resulting in the non-tendering holders of INXN shares receiving for each share then held by such shareholder, that number of shares of DLR common stock equal to the offer consideration, except that the receipt of shares of DLR common stock (and cash in lieu of fractional shares of DLR common stock) pursuant to the liquidation generally will be subject to applicable withholding taxes (including Dutch dividend withholding tax); or (ii) if, as of expiration of the subsequent offering period, the compulsory acquisition threshold has been achieved, the compulsory acquisition as further described below, resulting in the INXN shareholders that have not tendered their shares receiving a cash amount to be determined by the Enterprise Chamber of the Amsterdam Court of Appeals.

INXN shall prepare and file all documents and make all announcements required to effectuate the legal merger. At the later of one month after the requisite filings and announcements or as promptly as practicable following the closing of the subsequent offering period, Buyer, Intrepid I and Intrepid II shall adopt all necessary resolutions to enter into and effectuate the legal merger (other than the legal merger resolution to be adopted at the EGM). INXN shall, together with Buyer, cooperate, provide such assistance and sign all documents and undertake and perform all acts as reasonably necessary to successfully complete the legal merger promptly after closing.

Pursuant to the purchase agreement, promptly following completion of the legal merger, Buyer and Intrepid I shall enter into the post-merger share sale agreement. Pursuant to the post-merger share sale agreement, Intrepid I shall transfer the issued and outstanding share in the share capital of Intrepid II (the surviving entity of the legal merger) to Buyer or its designated nominee in exchange for, if the compulsory acquisition threshold has not been achieved, an exchangeable note or, if the compulsory acquisition threshold has been achieved, the buyer note. In connection therewith, Buyer, Intrepid I and Intrepid II shall enter into a notarial deed of transfer of shares pursuant to which the issued and outstanding share in the share capital of Intrepid II will be transferred by Intrepid I to Buyer or its designated nominee at such time and such transfer shall be acknowledged by Intrepid II. Following the post-merger share sale, the liquidation and the liquidation distribution, or the compulsory acquisition, as applicable, shall be completed as indicated below.

Legal Demerger and Post-Demerger Share Sale

The legal demerger comprises a legal demerger under Dutch law whereby INXN splits off all of its assets and liabilities to SplitCo, a newly incorporated subsidiary of INXN.

If DLR or Buyer determines to effectuate the legal demerger, then promptly following completion of the legal demerger, Buyer and INXN shall enter into the post-demerger share sale agreement resulting in the acquisition by Buyer of 100% of the INXN business, followed by (i) if, as of expiration of the subsequent offering period, the post-offer reorganization threshold has been achieved but the compulsory acquisition threshold has not been achieved, the liquidation and the liquidation distribution as further described below, resulting in the non-tendering holders of INXN shares receiving for each share then held by such shareholder, that number of shares of DLR common stock equal to the offer consideration, except that the receipt of shares of DLR common stock (and cash in lieu of fractional shares of DLR common stock) pursuant to the liquidation generally will be subject to applicable withholding taxes (including Dutch dividend withholding tax); or (ii) if, as of the expiration of the subsequent offering, the compulsory acquisition threshold has been achieved, the compulsory acquisition as further described below, resulting in the INXN shareholders that have not tendered their shares receiving a cash amount to be determined by the Enterprise Chamber of the Amsterdam Court of Appeals.

INXN shall prepare and file all documents and make all announcements required to effectuate the legal demerger. At the later of one month after the requisite filings and announcements or as promptly as practicable following the closing of the subsequent offering period, INXN at the request of Buyer, shall adopt all necessary resolutions to enter into and effectuate the legal demerger (other than the legal demerger resolution to be adopted at the EGM). INXN shall, together with Buyer, cooperate, provide such assistance and sign all documents and undertake and perform all acts as reasonably necessary to successfully complete the legal demerger promptly after closing.

Pursuant to the purchase agreement, promptly following completion of the legal demerger, Buyer and INXN shall enter into the post-demerger share sale agreement. Pursuant to the post-demerger share sale agreement, INXN shall transfer the issued and outstanding share in the share capital of SplitCo to Buyer or its designated nominee in exchange for, if the compulsory acquisition threshold has not been achieved, an exchangeable note or, if the compulsory acquisition threshold has been achieved, the buyer note. In connection therewith, Buyer, INXN and SplitCo shall enter into a notarial deed of transfer of shares pursuant to which the issued and outstanding share in the share capital of SplitCo shall be transferred by INXN to Buyer or its designated nominee at such time and such transfer shall be acknowledged by SplitCo. Following the post-demerger share sale, the liquidation and liquidation distribution, or the compulsory acquisition, as applicable, shall be completed as indicated below.

Asset Sale

If DLR or Buyer determines to effectuate the asset sale, resulting in the acquisition by Buyer of 100% of the INXN business, then promptly following completion of the asset sale, Buyer and INXN shall implement (i) if, as

of expiration of the subsequent offering period, the post-offer reorganization threshold has been achieved but the compulsory acquisition threshold has not been achieved, the liquidation and the liquidation distribution as further described below, resulting in the non-tendering holders of INXN shares receiving for each share then held by such shareholder, that number of shares of DLR common stock equal to the offer consideration, except that the receipt of shares of DLR common stock (and cash in lieu of fractional shares of DLR common stock) pursuant to the liquidation generally will be subject to Dutch dividend withholding tax; or (ii) if, as of the expiration of the subsequent offering period, the compulsory acquisition threshold has been achieved, the compulsory acquisition as further described below, resulting in the INXN shareholders that have not tendered their shares receiving a cash amount to be determined by the Enterprise Chamber of the Amsterdam Court of Appeals. Pursuant to the asset sale agreement, INXN shall sell and transfer INXN’s business, including substantially all of the assets and liabilities of INXN, to Buyer or its designated nominee, in exchange for, if the compulsory acquisition threshold has not been achieved, an exchangeable note or, if the compulsory acquisition threshold has been achieved, the buyer note. Following the asset sale, the liquidation and the liquidation distribution, or the compulsory acquisition, as applicable, shall be completed as indicated below.

Exchangeable Note and Pre-Liquidation Transactions