Debt of the Operating Partnership

12 Months Ended

Dec. 31, 2024

Debt of the Operating Partnership

Debt of the Operating Partnership

11. Debt of the Operating Partnership

All debt is currently owed by the OP or its consolidated subsidiaries, and the Parent is the guarantor or co-guarantor of the Global Revolving Credit Facility and the Yen Revolving Credit Facility, the unsecured term loans and the unsecured senior notes. A summary of outstanding indebtedness is as follows (in thousands):

	December 31, 2024				December 31, 2023
	Weighted-				Weighted-
	average		Amount		average		Amount
	interest rate		Outstanding		interest rate		Outstanding
Global Revolving Credit Facilities	3.81	%	$	1,637,922	4.33	%	$	1,825,228
Unsecured term loans	3.23	%		388,275	4.76	%		1,567,925
Unsecured senior notes	2.26	%		14,059,415	2.24	%		13,507,427
Secured and other debt	8.52	%		761,263	8.07	%		637,072
Total	2.72	%	$	16,846,875	2.89	%	$	17,537,652

The weighted-average interest rates shown represent interest rates at the end of the periods for the debt outstanding and include the impact of designated interest rate swaps, which effectively fix the interest rates on certain variable rate debt, along with cross-currency interest rate swaps, which effectively convert a portion of our U.S. dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt in order to hedge the currency exposure associated with our net investment in foreign subsidiaries.

We primarily borrow in the functional currencies of the countries where we invest. Included in the outstanding balances were borrowings denominated in the following currencies (in thousands, U.S. dollars):

	December 31, 2024				December 31, 2023
	Amount				Amount
Denomination of Draw	Outstanding		% of Total		Outstanding		% of Total
U.S. dollar ($)	$	2,852,102	16.9	%	$	2,784,875	15.9	%
British pound sterling (£)		1,627,080	9.7	%		1,973,305	11.2	%
Euro (€)		10,327,404	61.3	%		10,835,878	61.8	%
Other		2,040,289	12.1	%		1,943,594	11.1	%
Total	$	16,846,875			$	17,537,652

The table below summarizes our debt maturities and principal payments as of December 31, 2024 (in thousands):

	Global Revolving		Unsecured		Unsecured		Secured and
	Credit Facilities (1)(2)		Term Loans(3)		Senior Notes(4)		Other Debt		Total Debt
2025	$	—	$	388,275	$	1,173,650	$	782	$	1,562,707
2026		—		—		1,416,042		114,505		1,530,547
2027		—		—		1,165,265		234,023		1,399,288
2028		—		—		2,067,700		354,999		2,422,699
2029		1,637,922		—		2,785,538		13,946		4,437,406
Thereafter		—		—		5,451,220		43,008		5,494,228
Subtotal	$	1,637,922	$	388,275	$	14,059,415	$	761,263	$	16,846,875
Unamortized net discounts		—		—		(27,476)		(3,658)		(31,134)
Unamortized deferred financing costs		(26,614)		(1,372)		(69,087)		(4,291)		(101,364)
Total	$	1,611,308	$	386,903	$	13,962,852	$	753,314	$	16,714,377

(1) Includes amounts outstanding for the Global Revolving Credit Facilities.

(2) The Global Revolving Credit Facilities are subject to two six-month extension options exercisable by us; provided that the Operating Partnership must pay a 0.0625% extension fee based on each lender’s revolving commitments then outstanding (whether funded or unfunded).

(3) The €375.0 million 2025-27 Term Facility is subject to two maturity extension options of one year each, provided that the Operating Partnership must pay a 0.125% extension fee based on the then-outstanding principal amount of such facility commitments then outstanding.

(4) The £400 million 4.250% unsecured senior note was paid at maturity on January 17, 2025.

Global Revolving Credit Facilities

On September 24, 2024, we refinanced our Global Revolving Credit Facilities. The refinancing resulted in a loss on debt modification charge of approximately $1.1 million during the year ended December 31, 2024. Below are key terms for our Global Revolving Credit Facility and Yen Revolving Credit Facility.

We have a Global Revolving Credit Facility under which we may draw up to $4.1 billion equivalent on a revolving basis (subject to currency fluctuations). The Global Revolving Credit Facility can be drawn in Australian dollars, British pounds sterling, Canadian dollars, Euros, Hong Kong dollars, Indonesian rupiah, Japanese yen, Korean won, Singapore dollars, Swiss francs and U.S. dollars (with the ability to add other currencies in the future). As of December 31, 2024, approximately $114.5 million of letters of credit were issued.

We have the ability to increase the size of the Global Revolving Credit Facility by up to $1.8 billion, subject to the receipt of lender commitments and the satisfaction of certain customary conditions precedent. Other key terms of the Global Revolving Credit Facility are as follows:

● Maturity date: January 24, 2029, with two six-month extension options available. The bank group is obligated to grant the extension options provided we give proper notice, we make certain representations and warranties and no default exists under the Global Revolving Credit Facilities.

● Interest rate: the applicable index plus a margin which is based on the credit ratings of our long-term debt and is currently 85 basis points (subject to a sustainability-linked pricing component).

● Annual facility fee: based on the total commitment amount of the facility and the credit ratings of our long-term debt is currently 20 basis points (subject to a sustainability-linked pricing component) and is payable quarterly.

● Sustainability-linked pricing component: pricing can increase by up to 5 basis points or decrease by up to 5 basis points depending on whether or not the OP or its subsidiaries meet certain sustainability performance targets.

Yen Revolving Credit Facility

In addition to the Global Revolving Credit Facility, we have a revolving credit facility that provides for borrowings in Japanese Yen of up to ¥42.5 billion (approximately $296.8 million based on the exchange rate on September 24, 2024), hereafter referred to as the “Yen Revolving Credit Facility”). We have the ability from time to time to increase the size of the Yen Revolving Credit Facility to up to ¥102.5 billion, subject to receipt of lender commitments and other conditions precedent. Other key terms of the Yen Revolving Credit Facility are as follows:

● Maturity date: January 24, 2029, with two six-month extension options available. The bank group is obligated to grant the extension options provided we give proper notice, we make certain representations and warranties and no default exists under the Global Revolving Credit Facilities.

● Interest rate: the applicable index plus a margin which is based on the credit ratings of our long-term debt and is currently 50 basis points (subject to a sustainability-linked pricing component).

● Quarterly unused commitment fee: currently is 10 basis points (subject to a sustainability-linked pricing component), calculated using the average daily unused revolving credit commitment and is based on the credit ratings of our long-term debt.

● Sustainability-linked pricing component: pricing can increase by up to 5 basis points or decrease by up to 5 basis points depending on whether or not the OP or its subsidiaries meet certain sustainability performance targets.

Restrictive Covenants in Global Revolving Credit Facility and Yen Revolving Credit Facility

The Global Revolving Credit Facility and the Yen Revolving Credit Facility both contain various restrictive covenants, including limitations on our ability to incur additional indebtedness, make certain investments, or merge with another company. In addition, we are required to maintain financial coverage ratios, including with ratios respect to unencumbered assets. After the occurrence of and during the continuance of any event of default, these credit facilities restrict the Parent’s ability to make distributions to stockholders or redeem or otherwise repurchase shares of its capital stock, except in limited circumstances (such as those necessary to enable Digital Realty Trust, Inc. to maintain its qualification as a REIT and to minimize the payment of income or excise tax). As of December 31, 2024, we were in compliance with all of such covenants for both of these revolving credit facilities.

Unsecured Term Loans

Euro Term Loan Agreement

On August 11, 2022, the Company, the Operating Partnership, and certain of the Operating Partnership’s subsidiaries entered into a term loan agreement (the “Euro Term Loan Agreement”) which governs (i) a €375,000,000 three-year senior unsecured term loan facility (the “2025 Term Facility”), the entire amount of which was funded on such date, and (ii) a €375,000,000 five-year senior unsecured term loan facility (the “2025-27 Term Facility”

and, together with the 2025 Term Facility, collectively, the “Euro Term Loan Facilities”), comprised of €125,000,000 of initial term loans, the entire amount of which was funded on such date, and €250,000,000 of delayed draw term loan commitments that were funded on September 9, 2023. The Euro Term Loan Facilities provide for borrowings in Euros. The 2025 Term Facility matures on August 11, 2025. The 2025-27 Term Facility matures on August 11, 2025, subject to two maturity extension options of one year each; provided that the Operating Partnership must pay a 0.125% extension fee based on the then-outstanding principal amount of the 2025-27 Term Facility commitments then outstanding.

On September 13, 2024, we paid off the 2025 Term Facility on the Euro Term Loan Facilities, leaving the 2025-27 Term Facility outstanding. The paydown resulted in an early extinguishment charge of approximately $1.6 million during the year ended December 31, 2024.

USD Term Loan Agreement

On October 25, 2022, the Company, the Operating Partnership, and certain of the Operating Partnership’s subsidiaries entered into an escrow agreement (the “Escrow Agreement”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), certain lenders (the “Lenders”), and Arnold & Porter Kaye Scholer LLP, as escrow agent (the “Escrow Agent”), pursuant to which the Operating Partnership, the Company, the Administrative Agent and the Lenders delivered executed signature pages to a new term loan agreement among the Operating Partnership, the Company, the Lenders and the Administrative Agent (the “USD Term Loan Agreement”) to be held in escrow by the Escrow Agent and released by the Escrow Agent upon satisfaction of the terms described in the Escrow Agreement. On January 9, 2023, the terms and conditions of the Escrow Agreement were satisfied, and, on such date, the USD Term Loan Agreement was deemed executed and became effective. The USD Term Loan Agreement provides for a $740 million senior unsecured term loan facility (the “USD Term Loan Facility”). The USD Term Loan Facility provides for borrowings in U.S. dollars. The USD Term Loan Facility will mature on March 31, 2025, subject to one twelve-month extension option at the Operating Partnership’s option; provided, that the Operating Partnership must pay a 0.1875% extension fee based on the then-outstanding principal amount of the term loans under the USD Term Loan Facility.

On January 9, 2024, we paid down $240 million on the USD Term Loan Facility, leaving $500 million outstanding. On November 15, 2024, we paid off the remaining $500 million on the USD Term Loan Facility. The paydowns resulted in an early extinguishment charge of approximately $3.2 million during the year ended December 31, 2024.

Unsecured Senior Notes

The following table provides details of our unsecured senior notes (balances in thousands):

	Aggregate Principal Amount at Issuance					Balance as of
	Borrowing Currency		USD		Maturity Date	December 31, 2024		December 31, 2023
2.625% notes due 2024(1)	€	600,000	$	677,040	Apr 15, 2024	$	—	$	662,340
2.750% notes due 2024(2)	£	250,000	$	324,925	Jul 19, 2024		—		318,275
4.250% notes due 2025(3)	£	400,000	$	634,480	Jan 17, 2025		500,640		509,240
0.625% notes due 2025	€	650,000	$	720,980	Jul 15, 2025		673,010		717,535
2.500% notes due 2026	€	1,075,000	$	1,224,640	Jan 16, 2026		1,113,055		1,186,693
0.200% notes due 2026	CHF	275,000	$	298,404	Dec 15, 2026		302,987		326,826
1.700% notes due 2027	CHF	150,000	$	162,465	Mar 30, 2027		165,265		178,269
3.700% notes due 2027(4)	$	1,000,000	$	1,000,000	Aug 15, 2027		1,000,000		1,000,000
5.550% notes due 2028(4)	$	900,000	$	900,000	Jan 15, 2028		900,000		900,000
1.125% notes due 2028	€	500,000	$	548,550	Apr 09, 2028		517,700		551,950
4.450% notes due 2028	$	650,000	$	650,000	Jul 15, 2028		650,000		650,000
0.550% notes due 2029	CHF	270,000	$	292,478	Apr 16, 2029		297,478		320,884
3.600% notes due 2029	$	900,000	$	900,000	Jul 01, 2029		900,000		900,000
3.300% notes due 2029	£	350,000	$	454,895	Jul 19, 2029		438,060		445,585
1.875% notes due 2029	$	1,150,000	$	1,150,000	Nov 15, 2029		1,150,000		—
1.500% notes due 2030	€	750,000	$	831,900	Mar 15, 2030		776,550		827,925
3.750% notes due 2030	£	550,000	$	719,825	Oct 17, 2030		688,380		700,205
1.250% notes due 2031	€	500,000	$	560,950	Feb 01, 2031		517,700		551,950
0.625% notes due 2031	€	1,000,000	$	1,220,700	Jul 15, 2031		1,035,400		1,103,900
1.000% notes due 2032	€	750,000	$	874,500	Jan 15, 2032		776,550		827,925
1.375% notes due 2032	€	750,000	$	849,375	Jul 18, 2032		776,550		827,925
3.875% notes due 2033	€	850,000	$	941,375	Sep 13, 2033		880,090		—
						$	14,059,415	$	13,507,427
Unamortized discounts, net of premiums							(27,476)		(33,324)
Deferred financing costs, net							(69,087)		(51,761)
Total unsecured senior notes, net of discount and deferred financing costs						$	13,962,852	$	13,422,342

(1) Paid at maturity on April 15, 2024.

(2) Paid at maturity on July 19, 2024.

(3) Paid at maturity on January 17, 2025.

(4) Subject to cross-currency swaps.

Restrictive Covenants in Unsecured Senior Notes

The indentures governing our senior notes contain certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50. The covenants also require us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of unsecured debt. At December 31, 2024, we were in compliance with each of these financial covenants.

Issuance of Unsecured Senior Notes

On September 13, 2024, Digital Dutch Finco B.V., an indirect wholly owned finance subsidiary of the Operating Partnership, issued and sold €850 million aggregate principal amount of 3.875% Guaranteed Notes due 2033 (the “2033 Notes”). Net proceeds from the offering were approximately €843 million (approximately $933 million based on the exchange rate on September 13, 2024) after deducting managers’ discounts and estimated offering expenses.

On November 12, 2024, Digital Realty Trust, L.P. issued $1,150,000,000 principal amount of its 1.875% Exchangeable Senior Notes due 2029 (the “Exchangeable Notes”). Net proceeds from the offering were approximately $1.13 billion after deducting managers’ discounts and offering expenses. The holders of the Exchangeable Notes will have the right to exchange their notes on or after August 15, 2029 and in certain other circumstances prior to this date. Upon exchange, the Company may choose to pay or deliver cash or a combination of cash and shares of the Company’s common stock. Pursuant to the terms of the Exchangeable Notes, the principal of the notes must always be cash settled, while the excess may be settled via cash, shares, or a combination at the Company’s election. The Exchangeable Notes will also be subject to redemption at the Company’s option, on or after November 22, 2027, through September 19, 2029, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the exchange price for a specified period of time and certain other conditions are satisfied. The initial exchange rate is 4.7998 shares of our common stock per $1,000 principal amount of the Exchangeable Notes, which represents an initial exchange price of approximately $208.34 per share of our common stock. The initial exchange price represents a premium of approximately 20.0% over the last reported sale price of $173.62 per share of our common stock on November 6, 2024. We account for our Exchangeable Notes in accordance with ASC 470-20, Debt with Conversion and Other Options (Subtopic 470-20) and ASC 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity. The embedded exchange feature is eligible for an exception from derivative accounting because it is indexed to our own stock and meets the equity classification under ASC 815-40; therefore, the exchange feature is not bifurcated. At each reporting period, we calculate the effect of the Exchangeable Notes on our dilutive earnings per common share and per common unit using the if-converted method.

In connection with the offering of Exchangeable Notes, we entered into a registration rights agreement pursuant to which we agreed to register the resale of the shares of our common stock, if any, deliverable upon exchange of the Exchangeable Notes. If certain conditions relating to our obligations under the registration rights agreement are not satisfied, then we will pay additional interest on the Exchangeable Notes, in certain circumstances, at a rate per annum not exceeding 0.5%. In addition, if those conditions are not satisfied after the regular record date immediately preceding the maturity date of Exchangeable Notes, then we will pay an additional interest payment at maturity for an amount equal to 3% of principal of Exchangeable Notes. We account for such additional interest amounts as contingent obligations in accordance with ASC Subtopic 825-20: Financial Instrument - Registration Payment Arrangements, which are measured separately in accordance with ASC Subtopic 450-20: Loss Contingencies. Because payment of such additional interest amounts is not probable as of December 31, 2024, they have not been recognized or included in the allocation of the proceeds from Exchangeable Notes as of December 31, 2024.

Early Extinguishment of Unsecured Senior Notes

We recognized the following losses on early extinguishment of unsecured notes:

● During the year ended December 31, 2022: $51.1 million primarily due to redemption of the 4.750% Notes due 2025 in February 2022.

Secured and Other Debt

This amount consists of a variety of loans at fixed and floating rates ranging from 3.29% to 14.50%. The largest component of the balance is Teraco debt facilities in the amount of $537.7 million, with an effective interest rate of 9.68%, along with a $135.0 million mortgage loan for the Company’s Westin building in Seattle – which bears interest at 3.29%. The loan bearing interest ranging from 11.65% to 14.50% is an unsecured loan with a balance of approximately $16 million.