Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
DLR > SEC Filings for DLR > Form 8-K on 26-Mar-2014All Recent SEC Filings

Show all filings for DIGITAL REALTY TRUST, INC.

Form 8-K for DIGITAL REALTY TRUST, INC.


26-Mar-2014

Entry into a Material Definitive Agreement, Unregistered Sale of Equit


Item 1.01 Entry into a Material Definitive Agreement.

Digital Realty Trust, Inc.

On March 26, 2014, Digital Realty Trust, Inc., which we refer to as "we," "us," or "our," as the sole general partner of Digital Realty Trust, L.P., which we refer to as the "operating partnership," executed the Thirteenth Amended and Restated Agreement of Limited Partnership of the operating partnership in connection with our completion of an underwritten public offering of 12,000,000 shares of our 7.375% Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share, or the Series H Preferred Stock, on March 26, 2014, or the Series H Preferred Stock Offering. The Thirteenth Amended and Restated Agreement of Limited Partnership designates and authorizes the issuance to us by the operating partnership of up to 13,800,000 of the operating partnership's 7.375% Series H Cumulative Redeemable Preferred Units, or the Series H Preferred Units. The Series H Preferred Units have substantially similar rights, preferences and other privileges as the Series H Preferred Stock.

A copy of the Thirteenth Amended and Restated Agreement of Limited Partnership of the operating partnership is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 3.1.



Item 3.02 Unregistered Sales of Equity Securities.

Digital Realty Trust, L.P.

In connection with the closing of the Series H Preferred Stock Offering on March 26, 2014, the operating partnership issued to us 12,000,000 Series H Preferred Units in exchange for our contribution to the operating partnership of the net proceeds from the offering. The Series H Preferred Units have substantially similar rights, preferences and other privileges as the Series H Preferred Stock. The operating partnership issued the Series H Preferred Units to us in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, based on our status as a publicly traded NYSE-listed company with over $9 billion in total consolidated assets and as its majority owner and general partner.



Item 3.03 Material Modifications to Rights of Security Holders.

Digital Realty Trust, Inc.

On March 25, 2014, we filed with the State Department of Assessments and Taxation of Maryland the Articles Supplementary, which we refer to as the Articles Supplementary, to our charter, classifying and designating 13,800,000 of our authorized capital stock as shares of the Series H Preferred Stock. As set forth in the Articles Supplementary, the Series H Preferred Stock ranks, with respect to dividend rights and rights upon our liquidation, dissolution or winding-up, senior to our common stock, par value $0.01 per share, or the Common Stock, and on parity with our 7.000% Series E Cumulative Redeemable Preferred Stock, or the Series E Preferred Stock, our 6.625% Series F Cumulative Redeemable Preferred Stock, or the Series F Preferred Stock, our 5.875% Series G Cumulative Redeemable Preferred Stock, or the Series G Preferred Stock, and any future class or series of our capital stock expressly designated as


ranking on parity with the Series H Preferred Stock. Holders of Series H Preferred Stock, when and as authorized by our board of directors and declared by us, are entitled to cumulative cash dividends at the rate of 7.375% per annum of the $25.00 liquidation preference per share, equivalent to $1.84375 per annum per share. Dividends are payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on June 30, 2014. Dividends will accrue and be cumulative from and including March 26, 2014, the first date on which shares of the Series H Preferred Stock were issued.

If we are liquidated, dissolved or wound up, holders of shares of the Series H Preferred Stock will be entitled to receive a liquidation preference of $25.00 per share, plus any accrued and unpaid dividends, up to but excluding the date of payment, before any payments are made to the holders of our Common Stock or other shares ranking junior to the Series H Preferred Stock as to liquidation rights, none of which exist on the date hereof. The rights of the holders of shares of the Series H Preferred Stock to receive their liquidation preference will be subject to the proportionate rights of each other series or class of our capital stock ranking on parity with the Series H Preferred Stock as to liquidation, including our Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock.

Generally, we may not redeem the Series H Preferred Stock prior to March 26, 2019, except in limited circumstances to preserve our status as a real estate investment trust, and pursuant to the special optional redemption provision described below. On and after March 26, 2019, we may, at our option, redeem the Series H Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends up to but excluding the redemption date. In addition, upon the occurrence of a "Change of Control" (as defined below), we may, at our option, redeem the Series H Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date (as defined below), we exercise any of our redemption rights relating to the Series H Preferred Stock (whether the optional redemption right or the special optional redemption right), the holders of Series H Preferred Stock will not have the conversion rights described below.

Upon the occurrence of a "Change of Control" (as defined below), each holder of Series H Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem the Series H Preferred Stock) to convert some or all of the Series H Preferred Stock held by such holder on the Change of Control Conversion Date, which we refer to as the Change of Control Conversion Right, into a number of shares of Common Stock per share of Series H Preferred Stock to be converted equal to the lesser of:

the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference plus (y) the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series H Preferred Stock dividend payment and prior to the corresponding Series H Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (as defined below); and

0.9632 (i.e., the Share Cap), subject to certain adjustments;


subject, in each case, to provisions for the receipt of alternative consideration, as described in the Articles Supplementary.

The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of our Common Stock), subdivisions or combinations (in each case, a "Share Split") with respect to our Common Stock as described in the Articles Supplementary.

Upon such a conversion, the holders will be limited to a maximum number of shares of our common stock equal to the Share Cap multiplied by the number of shares of Series H Preferred Stock converted. If the Common Stock Price is less than $25.96 (which is approximately 50% of the per-share closing sale price of our common stock reported on the New York Stock Exchange, or the NYSE, on March 18, 2014), subject to adjustment and assuming no exercise of the over-allotment option, the holders will receive a maximum of an aggregate of 11,558,400 shares of our common stock, which may result in the holders receiving a value that is less than the liquidation preference of the Series H Preferred Stock.

If, prior to the Change of Control Conversion Date, we have provided a redemption notice, whether pursuant to our special optional redemption right in connection with a Change of Control or our optional redemption right, holders of Series H Preferred Stock will not have any right to convert the Series H Preferred Stock in connection with the Change of Control Conversion Right and . . .



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Digital Realty Trust, Inc.

On March 25, 2014, we filed the Articles Supplementary with the State Department of Assessments and Taxation of Maryland designating the powers, preferences and privileges of the Series H Preferred Stock. The Articles Supplementary were effective upon filing. The information about the Articles Supplementary under Item 3.03 of this Current Report on Form 8-K, including the summary description of the powers, preferences and privileges of the Series H Preferred Stock, is incorporated herein by reference. A copy of the Articles Supplementary is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference. A specimen certificate for the Series H Preferred Stock is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Digital Realty Trust, L.P.

Effective March 26, 2014, we, as the sole general partner of the operating partnership, executed the Thirteenth Amended and Restated Agreement of Limited Partnership of the operating partnership designating the powers, preferences and privileges of the Series H Preferred Units. The information about the Thirteenth Amended and Restated Agreement of Limited Partnership of the operating partnership under Items 1.01 and 3.03 of this Current Report on Form 8-K, including the summary description of the powers, preferences and privileges of the Series H Preferred Units, is incorporated herein by reference. A copy of the Thirteenth Amended and Restated Agreement of Limited Partnership of the operating partnership is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 8.01 Other Events.

On March 26, 2014, we completed an underwritten public offering of 12,000,000 shares of the Series H Preferred Stock, for net proceeds of approximately $289.4 million after deducting the underwriting discount and other estimated expenses payable by us. In connection with the issuance and sale of the Series H Preferred Stock, we entered into an underwriting agreement, or the Underwriting Agreement, dated March 19, 2014, among us, Digital Realty Trust, L.P. and Merrill Lynch, Pierce, Fenner and Smith Incorporated, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The offering of the Series H Preferred Stock was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on April 23, 2012 (Registration Nos. 333-180886 and 333-180886-01), a base prospectus, dated April 23, 2012, included as part of the registration statement, and a prospectus supplement, dated March 19, 2014, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, Venable LLP, regarding certain Maryland law issues regarding the Series H Preferred Stock.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

 1.1         Underwriting Agreement, dated March 19, 2014, among Digital Realty
             Trust, Inc., Digital Realty Trust, L.P. and Merrill Lynch, Pierce,
             Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells Fargo
             Securities, LLC, as representatives of the several underwriters named
             therein.

 3.1         Thirteenth Amended and Restated Agreement of Limited Partnership of
             Digital Realty Trust, L.P.

 3.2         Articles Supplementary designating Digital Realty Trust, Inc.'s 7.375%
             Series H Cumulative Redeemable Preferred Stock.

 4.1         Specimen Certificate for Digital Realty Trust, Inc.'s 7.375% Series H
             Cumulative Redeemable Preferred Stock (incorporated by reference to
             Digital Realty Trust, Inc.'s Registration Statement on Form 8-A filed
             on March 21, 2014).

 5.1         Opinion of Venable LLP.

23.1         Consent of Venable LLP (included in Exhibit 5.1).


  Add DLR to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for DLR - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.