8-K/AExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K/A Report, Exhibit Filing (Jun 28, 2010)

Filed June 28, 2010For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

This filing is an amendment to prior 8-K filings, primarily providing additional financial information related to two significant acquisitions. The first is the New England Portfolio, acquired in January 2010 for approximately $375.0 million. The second is the Rockwood Capital/365 Main Portfolio, a pending acquisition expected to close around July 2010. The report includes audited financial statements for the New England Portfolio for the year ended December 31, 2009, showing revenue in excess of certain expenses of $39.5 million. Additionally, unaudited pro forma condensed consolidated financial statements are presented, reflecting the combined impact of these acquisitions and related financings on the company's balance sheet as of March 31, 2010, and its statements of operations for the three months ended March 31, 2010, and the year ended December 31, 2009. For investors, the pro forma statements are crucial as they give a clearer picture of the company's expanded asset base and projected performance post-acquisitions. The pro forma balance sheet shows total assets of approximately $4.9 billion after these transactions. The pro forma statements of operations indicate increased revenues and expenses, with net income available to common stockholders of $19.7 million for the first quarter of 2010 and $57.8 million for the full year 2009, reflecting the significant growth expected from these strategic investments.

Key Highlights

  • 1Amendment filing providing updated financial information for two key acquisitions: the New England Portfolio (completed Jan 2010) and the Rockwood Capital/365 Main Portfolio (pending July 2010).
  • 2Includes audited financial statements for the New England Portfolio for FY 2009, showing $39.5 million in revenue over certain expenses.
  • 3Presents unaudited pro forma condensed consolidated balance sheet as of March 31, 2010, reflecting a combined asset base of approximately $4.9 billion after anticipated acquisitions and financings.
  • 4Pro forma statements of operations show the combined impact on Q1 2010 and FY 2009, demonstrating increased revenue and operating income.
  • 5Key financings include the issuance of $500 million in 5.875% notes due 2020 and the sale of 6.9 million shares of common stock.
  • 6The acquisition of the Rockwood Capital/365 Main Portfolio is expected to be financed by approximately $725 million in new debt and equity.
  • 7Tenant concentration highlights include Pfizer (19.0%) and RBS Greenwich (11.4%) for the New England Portfolio in 2009.

Frequently Asked Questions

This filing is an amendment to previously filed 8-K reports. Its main purpose is to provide additional financial statements and information required for two significant acquisitions: the New England Portfolio (completed) and the Rockwood Capital/365 Main Portfolio (pending).

The New England Portfolio, acquired in January 2010 for $375 million, generated $63.3 million in revenue and $39.5 million in revenue in excess of certain expenses for the year ended December 31, 2009. The pro forma statements reflect its inclusion in Digital Realty's consolidated results.

The pro forma financial statements anticipate the acquisition of the Rockwood Capital/365 Main Portfolio, which is expected to close around July 2010. This acquisition, along with its related financings (equity and debt), is projected to significantly increase the company's assets and impact its revenue and expenses, as detailed in the pro forma statements of operations.

The company has financed these acquisitions through a combination of debt and equity. Key financings include the issuance of $500 million in 5.875% notes due 2020 and the recent sale of 6.9 million shares of common stock. Additional borrowings under its revolving credit facility are also expected for the Rockwood acquisition.