Blue Owl Digital Infrastructure Trust 8-K

What Happened

• Blue Owl Digital Infrastructure Trust filed an 8-K (Item 1.01) disclosing that indirect, wholly‑owned subsidiaries entered into three separate Membership Interest Purchase Agreements to acquire 100% of the membership interests in three entities that own data center facilities in Gainesville, Virginia. The purchases are by NVA11A LLC, NVA11B LLC and NVA11C LLC (each an indirect subsidiary of the Trust) from unaffiliated sellers (US GCDC Phase 1 Holdings LLC; US GCDC Phase 2 Holdings LP; US GCDC Phase 3 Holdings LP).
• Purchase prices and timing: GCDC 1 — approx. $860.6 million (expected to close Q2 2026); GCDC 2 — approx. $1.1 billion (expected to close Q1 2027); GCDC 3 — estimated $893.7 million (expected to close Q4 2026). Each closing is separate and not conditioned on the others.

Key Details

• Combined purchase consideration is roughly $2.85 billion (subject to customary closing adjustments and withholding).
• Property capacities and leases: Property 1 — 72 MW; Property 2 — 72 MW; Property 3 — 54 MW. All three facilities are reported as 100% leased to a hyperscale customer.
• Funding: expected to come from cash on hand (primarily proceeds from the Trust’s private offering) and new property‑level debt the Trust is negotiating.
• Transactions include customary representations and closing conditions; there is no assurance closings will occur as described or at all.

Why It Matters

• These acquisitions, if completed, would add three fully leased hyperscale data centers to the Trust’s portfolio and represent a sizable capital deployment (~$2.85B), potentially increasing rental income and scale in a key market (Gainesville, VA).
• Investors should note the closings are independent, subject to customary conditions, and the Trust anticipates using a mix of cash and new property‑level debt — factors that can affect liquidity and leverage. The filing also contains standard forward‑looking disclaimers; outcomes could differ from current expectations.