Blackstone Digital Infrastructure Trust Inc. 8-K

What Happened Blackstone Digital Infrastructure Trust Inc. (BXDC) filed an 8‑K reporting that it completed its initial public offering on May 15, 2026, selling 87,500,000 shares at $20.00 per share and granting the underwriters a 30‑day option, which was exercised in full the same day (closing of option shares expected May 20, 2026). After giving effect to the option, the offering’s gross proceeds will be $2.0 billion and the company will have about 100.6 million shares outstanding. The company also entered several governance and operating agreements (registration rights and management agreements) and adopted its Stock Incentive Plan and amended charter and bylaws in mid‑May 2026.

Key Details

• IPO: 87,500,000 shares sold at $20.00 per share on May 15, 2026; underwriters exercised full 30‑day option; gross proceeds expected to total $2.0 billion; ~100.6 million shares outstanding after option close.
• Revolving Credit Facility: BXDC Operating Partnership LP entered a $1.0 billion senior secured revolving credit facility on May 15, 2026, with Citibank, N.A. as administrative agent and an accordion option to increase total revolver commitments up to $4.0 billion (subject to conditions).
• Credit economics and terms: interest margins vary by loan type and leverage (base rate margin 1.00%–1.50%; SOFR margin 2.00%–2.50%), 0.350% per annum commitment fee on unused capacity, maturity in 4 years with extension options, no scheduled amortization, and customary covenants, security and guarantees.
• Governance and compensation: Registration Rights and Management Agreements executed May 15, 2026; Stock Incentive Plan adopted May 13, 2026; Articles of Amendment/Restatement and Amended and Restated Bylaws filed May 13, 2026. Certain parties to those agreements have related‑party relationships with the company (see prospectus).

Why It Matters This 8‑K confirms BXDC’s transition to a public company with significant capital on hand to pursue its stated strategy of investing in newly constructed, stabilized data center assets. The completed offering (with the underwriters’ option exercised) provides initial equity capital of roughly $2.0 billion, while the $1.0 billion revolver (expandable to $4.0 billion) gives near‑term liquidity and financing flexibility. Investors should note the credit facility’s leverage‑based pricing, leverage‑triggered mandatory prepayment mechanics, and customary secured/guarantor protections — all of which affect BXDC’s cost of capital and balance sheet flexibility going forward.