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Capital and Accumulated Other Comprehensive Loss
3 Months Ended
Mar. 31, 2020
Digital Realty Trust, L.P.  
Class of Stock [Line Items]  
Capital and Accumulated Other Comprehensive Income (Loss)

14. Capital and Accumulated Other Comprehensive 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 January 4, 2019, Digital Realty Trust, Inc. entered into the 2019 Equity Distribution Agreement under which it can issue and sell shares of its common stock having an aggregate offering price of up to $1.0 billion from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act. For the three months ended March 31, 2020, Digital Realty Trust, Inc. generated net proceeds of approximately $6.8 million from the issuance of approximately 50,000 common shares under the 2019 Equity Distribution Agreement at an average price of $138.17 per share after payment of approximately $0.1 million of commissions to the Agents. Subsequent to March 31, 2020, Digital Realty Trust, Inc. generated net proceeds of approximately $638.9 million from the issuance of approximately 4.5 million common shares under the 2019 Equity Distribution Agreement at an average price of $142.43 per share after payment of approximately $6.5 million of commissions to the Agents, and approximately $347.8 million remains available for future sales under the program. The proceeds from the issuances were contributed to our Operating Partnership in exchange for the issuance of approximately 4.6 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. The Company expects to receive net proceeds of approximately $1.0 billion (net of fees and estimated expenses) upon full physical settlement of the forward sale agreements. 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. Upon physical settlement of the forward sale agreements, the Operating Partnership is expected to issue partnership units to Digital Realty Trust, Inc. in exchange for contribution of the net proceeds.

(d) 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 condensed consolidated balance sheet.

The redemption value of the limited partners’ common units and the vested incentive units was approximately $1,114.3 million and $997.6 million based on the closing market price of Digital Realty Trust, Inc.’s common stock on March 31, 2020 and December 31, 2019, respectively.

(e) Distributions

All distributions on the Operating Partnership’s units are at the discretion of Digital Realty Trust, Inc.’s Board of Directors. The Operating Partnership has declared and paid the following distributions on its common and preferred units for the three months ended March 31, 2020 (in thousands, except for per unit data):

Series C

Series G

Series I

Series J

Series K

Series L

Preferred

Preferred

Preferred

Preferred

Preferred

Preferred

Common

Date distribution declared

    

Distribution payment date

    

Units

    

Units

    

Units

    

Units

    

Units

Units

Units

February 26, 2020

March 31, 2020

$

3,333

$

3,672

$

3,969

$

2,625

$

3,071

$

4,485

$

305,267

Annual rate of distribution per unit

$

1.65625

$

1.46875

$

1.58750

$

1.31250

$

1.46250

$

1.30000

$

4.48000

(f) Accumulated Other Comprehensive Loss

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

Foreign currency

Foreign currency net

Accumulated other

translation

Cash flow hedge

investment hedge

comprehensive

    

adjustments

    

adjustments

    

adjustments

    

loss

Balance as of December 31, 2019

$

(117,869)

$

308

$

26,152

$

(91,409)

Net current period change

 

(357,202)

 

(11,838)

 

 

(369,040)

Reclassification to interest expense from interest
rate swaps

 

 

(558)

 

 

(558)

Balance as of March 31, 2020

$

(475,071)

$

(12,088)

$

26,152

$

(461,007)