8-KRegulation FD

DIGITAL REALTY TRUST, INC. 8-K Report, Regulation FD Disclosure (Jun 16, 2010)

Filed June 16, 2010For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) filed a Form 8-K on June 16, 2010, primarily to disclose adjustments to the conversion rates for its Series D Cumulative Convertible Preferred Stock. These adjustments were triggered by the company's consistent payment of dividends exceeding the "reference dividend" outlined in the Articles Supplementary for the Series D Preferred Stock. The cumulative effect of these excess dividend payments has resulted in a revised conversion rate for the Series D Preferred Stock, effective June 11, 2010. This filing is important for investors holding or considering the Series D Preferred Stock, as it directly impacts the number of DLR common shares they could receive upon conversion. Additionally, the report provides updated conversion rates for other outstanding convertible securities, including Series C Cumulative Convertible Preferred Stock and Series D and Series C Exchangeable Senior Debentures, which are also relevant for investors in these instruments. The company emphasizes that this information is furnished under Regulation FD and is not deemed "filed" for purposes of Section 18 of the Exchange Act.

Key Highlights

  • 1Disclosure of an adjusted conversion rate for Series D Cumulative Convertible Preferred Stock, effective June 11, 2010.
  • 2The adjustment to the Series D Preferred Stock conversion rate was triggered by the payment of dividends in excess of the 'reference dividend'.
  • 3The new conversion rate for Series D Preferred Stock is 0.6030 shares of common stock per $25.00 liquidation preference.
  • 4Updated conversion rate for Series C Cumulative Convertible Preferred Stock is 0.5225 shares per $25.00 liquidation preference.
  • 5Provided updated exchange rates for Series D Exchangeable Senior Debentures due 2026 (31.4110 shares per $1,000 principal) and Series 5.50% Exchangeable Senior Debentures due 2029 (23.2558 shares per $1,000 principal).
  • 6Information furnished under Regulation FD and not deemed 'filed' for liability purposes.
  • 7The adjustment to conversion rates only takes effect if it would result in a change of at least 1%.

Frequently Asked Questions

The primary reason for this 8-K filing is to inform investors about an updated conversion rate for Digital Realty Trust's Series D Cumulative Convertible Preferred Stock. This adjustment was a result of the company consistently paying dividends in excess of a predetermined 'reference dividend'.

The adjusted conversion rate for the Series D Preferred Stock means that for every $25.00 of liquidation preference, a holder will now receive 0.6030 shares of Digital Realty Trust's common stock upon conversion, instead of the previous rate. This increases the potential number of common shares received for the same investment amount.

Yes, the filing also provides updated conversion and exchange rates for the Series C Cumulative Convertible Preferred Stock and the Series D and 5.50% Exchangeable Senior Debentures due 2026 and 2029, respectively.

No, the company explicitly states that the information in this report is furnished pursuant to Item 7.01 (Regulation FD Disclosure) and shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, nor subject to the liabilities of that Section. It also will not be incorporated by reference into other SEC filings.