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Capital and Accumulated Other Comprehensive Income (Loss)
12 Months Ended
Dec. 31, 2020
Digital Realty Trust, L.P.  
Class of Stock  
Capital and Accumulated Other Comprehensive Income (Loss)

14. Capital and Accumulated Other Comprehensive Income (Loss)

(a) Allocations of Net Income and Net Losses to Partners

Except for special allocations to holders of profits interest units described below in Note 15(a) under the heading “Incentive Plan-Long-Term Incentive Units,” the Operating Partnership’s net income will generally be allocated to Digital Realty Trust, Inc. (the General Partner) to the extent of the accrued preferred return on its preferred units, and then to the General Partner and the Operating Partnership’s limited partners in accordance with the respective percentage interests in the common units issued by the Operating Partnership. Net loss will generally be allocated to the General Partner and the Operating Partnership’s limited partners in accordance with the respective common percentage interests in the Operating Partnership until the limited partner’s capital is reduced to zero and any remaining net loss would be allocated to the General Partner. However, in some cases, losses may be disproportionately allocated to partners who have guaranteed our debt. The allocations described above are subject to special allocations relating to depreciation deductions and to compliance with the provisions of Sections 704(b) and 704(c) of the Code, and the associated Treasury Regulations.

(b) Equity Distribution Agreement

On May 11, 2020, Digital Realty Trust, Inc. and Digital Realty Trust, L.P. entered into the 2020 Amendment to increase the number of shares of common stock Digital Realty Trust, Inc. could issue and sell from time to time through,

at its discretion, any of the Agents as its sales agents or as principals. Sales may also be made on a forward basis pursuant to separate forward sale agreements. In accordance with the Sales Agreement, following the date of the 2020 Amendment, Digital Realty Trust, Inc. may offer and sell shares of its common stock having an aggregate offering price of up to $1.0 billion. Prior to the 2020 Amendment, Digital Realty Trust, Inc. had offered and sold shares of its common stock having an aggregate gross sales price of approximately $652.2 million. The sales of common stock made under the Sales Agreement will be made in “at the market” offerings as defined in Rule 415 of the Securities Act. For the year ended December 31, 2020, Digital Realty Trust, Inc. generated net proceeds of approximately $893.8 million from the issuance of approximately 6.1 million common shares under the Sales Agreement at an average price of $146.90 per share after payment of approximately $9.0 million of commissions to the Agents and approximately $749.4 million remains available for future sales under the program. The proceeds from the issuances for the year ended December 31, 2020 were contributed to our Operating Partnership in exchange for the issuance of approximately 6.1 million common units to Digital Realty Trust, Inc.

(c) Forward Equity Sale

On September 27, 2018, Digital Realty Trust, Inc. completed an underwritten public offering of 9,775,000 shares of its common stock (including 1,275,000 shares from the exercise in full of the underwriters’ option to purchase additional shares), all of which were offered in connection with forward sale agreements it entered into with certain financial institutions acting as forward purchasers. The forward purchasers borrowed and sold an aggregate of 9,775,000 shares of Digital Realty Trust, Inc.’s common stock in the public offering. Digital Realty Trust, Inc. did not receive any proceeds from the sale of our common stock by the forward purchasers in the public offering. On September 17, 2019, Digital Realty Trust, Inc. amended the forward sale agreements to extend the maturity date of such forward sales agreements from September 27, 2019 to September 25, 2020. On September 24, 2020, Digital Realty Trust, Inc. physically settled the forward sale agreements in full by issuing an aggregate of 9,775,000 shares of its common stock to the forward purchasers in exchange for net proceeds of approximately $1.0 billion. Upon physical settlement of the forward sale agreements, the Operating Partnership issued 9,775,000 partnership units to Digital Realty Trust, Inc. in exchange for contribution of the net proceeds.

(d) Redeemable Preferred Units

Total

 

 

 

Liquidation

 

Annual

Units Outstanding as

Balance (in thousands, net of

Date(s)

Initial Date to

 

Value (in

 

Distribution

of December 31, 

issuance costs) as of December 31, 

Preferred Units (1)

    

Issued

    

Redeem (2)

    

thousands) (3)

    

Rate (4)

    

2020

2019

2020

2019

6.625% Series C Cumulative Redeemable Perpetual Preferred Units

Sep 14, 2017

May 15, 2021

$

201,250

$

1.65625

 

8,050,000

 

8,050,000

$

219,250

$

219,250

5.875% Series G Cumulative Redeemable Preferred Units

Apr 9, 2013

Apr 9, 2018

 

 

1.46875

 

 

10,000,000

 

 

241,468

6.350% Series I Cumulative Redeemable Preferred Units

Aug 24, 2015

Aug 24, 2020

 

 

1.58750

 

 

10,000,000

 

 

242,012

5.250% Series J Cumulative Redeemable Preferred Units

Aug 7, 2017

Aug 7, 2022

 

200,000

 

1.31250

 

8,000,000

 

8,000,000

 

193,540

 

193,540

5.850% Series K Cumulative Redeemable Preferred Units

Mar 13, 2019

Mar 13, 2024

210,000

1.46250

8,400,000

8,400,000

203,264

203,264

5.200% Series L Cumulative Redeemable Preferred Units

Oct 10, 2019

Oct 10, 2024

345,000

1.30000

13,800,000

13,800,000

334,886

334,886

$

956,250

 

38,250,000

 

58,250,000

$

950,940

$

1,434,420

(1)All series of preferred units do not have a stated maturity date and are not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, each series of preferred units will rank senior to common units and on parity with the other series of preferred units.
(2)Except in limited circumstances, reflects earliest date that Digital Realty Trust, Inc. may exercise its option to redeem the corresponding series of preferred stock, at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to but excluding the date of redemption. The Operating Partnership is required to redeem the corresponding series of preferred units in the event that the General Partner redeems a series of preferred stock.
(3)Liquidation preference is $25.00 per unit.
(4)Distributions on preferred units are cumulative and payable quarterly in arrears.

(e) Partnership Units

Limited partners have the right to require the Operating Partnership to redeem part or all of their common units for cash based on the fair market value of an equivalent number of shares of the General Partner’s common stock at the time of redemption. Alternatively, the General Partner may elect to acquire those common units in exchange for shares of the General Partner’s common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. Pursuant to authoritative accounting guidance, the Operating Partnership evaluated whether it controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the share settlement of the limited partners’ common units and the vested incentive units. Based on the results of this analysis, the Operating Partnership concluded

that the common units and incentive units of the Operating Partnership met the criteria to be classified within capital, except for certain common units issued to certain former DFT Operating Partnership unitholders in the DFT Merger which are subject to certain restrictions and are not presented as permanent capital in the consolidated balance sheet.

The redemption value of the limited partners’ common units and the vested incentive units was approximately $1,078.9 million and $997.6 million based on the closing market price of Digital Realty Trust, Inc.’s common stock on December 31, 2020 and 2019, respectively.

(f) Distributions

All distributions on our units are at the discretion of Digital Realty Trust, Inc.’s Board of Directors. We have declared and paid the following distributions on our common and preferred units for the years ended December 31, 2020, 2019 and 2018 (in thousands):

Series C

Series G

Series H

Series I

Series J

Series K

Series L

Preferred

Preferred

Preferred

Preferred

Preferred

Preferred

Preferred

Common

Date distribution declared

    

Distribution payment date

    

Units

    

Units

    

Units

    

Units

    

Units

    

Units

Units

Units

Mar 1, 2018

March 30, 2018

$

3,333

$

3,672

$

6,730

$

3,969

$

2,625

$

$

$

216,953

(1)

May 8, 2018

June 29, 2018

 

3,333

 

3,672

 

6,730

 

3,969

 

2,625

 

 

 

216,789

(1)

Aug 14, 2018

September 28, 2018

 

3,333

 

3,672

 

6,730

 

3,969

 

2,625

 

 

 

216,825

(1)

Nov 12, 2018

December 31, 2018 for Preferred Units; January 15, 2019 for Common Units

 

3,333

 

3,672

 

6,730

 

3,969

 

2,625

 

 

 

216,838

(1)

$

13,332

$

14,688

$

26,920

$

15,876

$

10,500

$

$

$

867,405

February 21, 2019

March 29, 2019

$

3,333

$

3,672

$

6,730

$

3,969

$

2,625

$

$

$

235,256

(4)

May 13, 2019

June 28, 2019

 

3,333

 

3,672

 

(2)

 

3,969

 

2,625

 

3,686

(3)

 

 

235,142

(4)

August 13, 2019

September 30, 2019

 

3,333

 

3,672

 

 

3,969

 

2,625

 

3,071

 

 

235,164

(4)

November 19, 2019

December 31, 2019 for Preferred Units; January 15, 2020 for Common Units

3,333

3,672

3,969

2,625

3,071

4,036

(5)

235,154

(4)

$

13,332

$

14,688

$

6,730

$

15,876

$

10,500

$

9,828

$

4,036

$

940,716

February 26, 2020

March 31, 2020

$

3,333

$

3,672

$

$

3,969

$

2,625

$

3,071

$

4,485

$

305,267

(8)

May 12, 2020

June 30, 2020

 

3,333

 

3,672

 

 

3,969

 

2,625

 

3,071

 

4,485

 

310,421

(8)

August 11, 2020

September 30, 2020

 

3,333

 

3,672

 

 

(7)

 

2,625

 

3,071

 

4,485

 

312,262

(8)

November 10, 2020

December 31, 2020 for Preferred Units; January 15, 2021 for Common Units

3,333

(6)

2,625

3,071

4,485

323,453

(8)

$

13,332

$

11,016

$

$

7,938

$

10,500

$

12,284

$

17,940

$

1,251,403

Annual rate of distribution per unit

$

1.65625

$

1.46875

$

1.84375

$

1.58750

$

1.31250

$

1.46250

$

1.30000

(1)$4.040 annual rate of distribution per unit.
(2)Redeemed on April 1, 2019 for $25.00 per unit, or a redemption price of $25.00 per unit, plus accrued and unpaid distributions up to but not including the redemption date. In connection with the redemption, the previously incurred offering costs of approximately $11.8 million were recorded as a reduction to net income available to common unitholders.
(3)Represents a pro rata distribution from and including the original issue date to and including June 30, 2019.
(4)$4.320 annual rate of distribution per unit.
(5)Represents a pro rata distribution from and including the original issue date to and including December 31, 2019.
(6)Redeemed on October 15, 2020 for $25.057118 per unit, or a redemption price of $25.00 per unit, plus accrued and unpaid distributions up to but not including the redemption date. In connection with the redemption, the previously
incurred offering costs of approximately $8.2 million were recorded as a reduction to net income available to common unitholders.
(7)Redeemed on September 8, 2020 for $25.29545 per unit, or a redemption price of $25.00 per unit, plus accrued and unpaid distributions up to but not including the redemption date. In connection with the redemption, the previously incurred offering costs of approximately $8.0 million were recorded as a reduction to net income available to common unitholders
(8)$4.480 annual rate of distribution per unit.

(g) Accumulated Other Comprehensive Income (Loss)

The accumulated balances for each item within other comprehensive income (loss) are as follows (in thousands):

Foreign currency

Foreign currency net

Accumulated other

translation

Cash flow hedge

investment hedge

comprehensive

    

adjustments

    

adjustments

    

adjustments

    

income (loss)

Balance as of December 31, 2018

$

(163,531)

$

16,986

$

26,152

$

(120,393)

Net current period change

 

23,975

 

(9,232)

 

 

14,743

Reclassification of foreign currency translation adjustment due to deconsolidation of Ascenty

21,687

21,687

Reclassification to interest expense from interest rate swaps

 

 

(7,446)

 

 

(7,446)

Balance as of December 31, 2019

$

(117,869)

$

308

$

26,152

$

(91,409)

Net current period change

 

216,815

 

(12,425)

 

13,525

 

217,915

Reclassification to interest expense from interest
rate swaps

 

 

8,294

 

 

8,294

Balance as of December 31, 2020

$

98,946

$

(3,823)

$

39,677

$

134,800