8-KSecurities & ListingOther EventsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Unregistered Securities Sale (Sep 17, 2010)

Filed September 17, 2010For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) has filed an 8-K report detailing an unregistered sale of equity securities on September 17, 2010. The company issued 28,496 restricted shares of common stock to Wells Fargo Securities, LLC in exchange for $900,000 aggregate principal amount of its operating partnership's 4.125% Exchangeable Senior Debentures due 2026. This transaction was conducted under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D, indicating it was a private placement not involving public solicitation. Furthermore, DLR filed a prospectus supplement and related prospectus with the SEC under its existing shelf registration statement (Form S-3) to register the resale of these newly issued shares by Wells Fargo Securities. This filing ensures compliance with regulatory requirements for the subsequent resale of the restricted stock, providing transparency for potential future investors. The report also includes the exchange agreement and a legal opinion regarding the validity of the shares.

Key Highlights

  • 1DLR issued 28,496 restricted shares of common stock to Wells Fargo Securities, LLC.
  • 2The transaction involved the exchange of $900,000 in principal amount of 4.125% Exchangeable Senior Debentures due 2026.
  • 3The issuance was conducted as a private placement under Section 4(2) and Rule 506 of the Securities Act, exempt from public registration.
  • 4DLR filed a prospectus supplement to register the resale of these shares by Wells Fargo Securities.
  • 5A Form S-3 shelf registration statement (File No. 333-158958) is being utilized for the resale registration.
  • 6The filing includes the exchange agreement and an opinion from Venable LLP on the validity of the shares.
  • 7This action addresses the regulatory requirements for the resale of the privately placed shares.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report an unregistered sale of equity securities (restricted shares) and to disclose the subsequent filing of a prospectus supplement to register the resale of those shares by the purchaser, Wells Fargo Securities, LLC.

The shares were issued in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D. This indicates it was a private placement to a sophisticated investor (Wells Fargo Securities) not involving general solicitation or a public offering.

Registering the resale means DLR is providing the necessary SEC filings (prospectus supplement and prospectus) to allow Wells Fargo Securities to legally sell the acquired shares to the public in the future. This is typically done under a pre-existing shelf registration statement.

Digital Realty Trust issued the restricted shares in exchange for $900,000 aggregate principal amount of its operating partnership's 4.125% Exchangeable Senior Debentures due 2026, along with an incentive fee and accrued interest.