8-KMaterial AgreementsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Material Agreement (Jun 2, 2010)

Filed June 2, 2010For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

This 8-K filing by Digital Realty Trust, Inc. (DLR) primarily announces the filing of financial statements and exhibits related to the proposed acquisition of the Rockwood Capital/365 Main Portfolio. The company is in the process of acquiring a five-property data center portfolio for approximately $725.0 million, with the transaction expected to close in the third quarter of 2010. The filing includes audited statements of revenue and certain expenses for the Rockwood Predecessor Data Centers for the year ended December 31, 2009, and unaudited statements for the three months ended March 31, 2010. These financial statements, prepared under specific SEC rules for acquisitions, exclude certain expenses like depreciation, amortization, and interest, and are therefore not a complete representation of the portfolio's financial performance. Investors should note that pro forma financial information for the acquisition is not yet available as purchase price allocation estimates are still being determined. This information is expected to be filed within 75 days of the acquisition's closing. The filing also includes the Asset Purchase Agreement and the consent of Ernst & Young LLP. While the provided financials offer a look at revenue and certain operational costs, a full understanding of the acquisition's financial impact will require the forthcoming pro forma statements.

Key Highlights

  • 1Digital Realty Trust, Inc. (DLR) is acquiring the Rockwood Capital/365 Main Portfolio for approximately $725.0 million.
  • 2The acquisition is expected to close in the third quarter of 2010.
  • 3The filing includes historical revenue and certain expenses for the target portfolio for the year ended December 31, 2009, and the three months ended March 31, 2010.
  • 4The provided financial statements exclude significant items such as depreciation, amortization, income taxes, and interest expense.
  • 5Pro forma financial information related to the acquisition is not yet available and is expected within 75 days of closing.
  • 6The acquired portfolio consists of five data center properties located in California, Arizona, and Virginia.
  • 7A single tenant represented 15-16% of rental income for the periods presented.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide investors with financial statements and related exhibits concerning Digital Realty Trust's proposed acquisition of the Rockwood Capital/365 Main Portfolio. It includes financial data for the target properties and discloses the execution of the Asset Purchase Agreement.

The acquisition is expected to be consummated during the third quarter of 2010, with an approximate purchase price of $725.0 million.

The provided financial statements are prepared under specific SEC rules (Rule 3-14 of Regulation S-X) for acquisitions and are not a complete representation of the portfolio's operational results. They exclude items such as depreciation, amortization, income taxes, interest expense, and certain other costs to comply with the rule's specific requirements for such filings.

Pro forma financial information is not yet available because management is still evaluating the purchase price allocation. This information will be filed as soon as feasible, but no later than 75 days from the closing date of the acquisition.