8-KRegulation FD

DIGITAL REALTY TRUST, INC. 8-K Report, Regulation FD Disclosure (Sep 13, 2011)

Filed September 13, 2011For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) filed an 8-K on September 13, 2011, to disclose adjustments to the conversion rates of its Series C and Series D convertible preferred stock, as well as its exchangeable senior debentures. These adjustments were triggered by the company declaring and paying dividends on its common stock in excess of the "reference dividend" amounts specified in the respective Articles Supplementary. The filing indicates that these dividend payments have led to a revised conversion rate for the Series C Preferred Stock to 0.5420 shares of common stock per $25.00 liquidation preference and for the Series D Preferred Stock to 0.6200 shares of common stock per $25.00 liquidation preference, both effective September 13, 2011. This information is primarily relevant to holders of these convertible securities, as it directly impacts their potential future equity stake in DLR should they choose to convert. Investors in DLR's common stock should note that these adjustments may signal the company's confidence in its ability to generate sufficient earnings to support dividend payments, which is generally a positive sign for REITs. The filing also includes a standard forward-looking statements disclaimer, cautioning investors about potential risks and uncertainties that could affect future results.

Key Highlights

  • 1Digital Realty Trust (DLR) announced adjustments to the conversion rates of its Series C and Series D convertible preferred stock.
  • 2The adjustments are effective September 13, 2011.
  • 3The Series C Convertible Preferred Stock conversion rate is adjusted to 0.5420 shares of common stock per $25.00 liquidation preference.
  • 4The Series D Convertible Preferred Stock conversion rate is adjusted to 0.6200 shares of common stock per $25.00 liquidation preference.
  • 5These adjustments were triggered by DLR paying common stock dividends exceeding the 'reference dividend' amounts.
  • 6The company also updated the exchange rate for its 5.50% Exchangeable Senior Debentures due 2029 to 23.9050 shares per $1,000 principal amount.
  • 7The filing is furnished under Regulation FD and information is not considered 'filed'.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose adjustments to the conversion rates of Digital Realty Trust's (DLR) Series C and Series D convertible preferred stock, as well as the exchange rate for its exchangeable senior debentures. These adjustments are a result of DLR paying dividends on its common stock in excess of certain predefined 'reference dividends'.

Holders of DLR's Series C Cumulative Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock are most directly affected. These changes alter the number of DLR common shares they would receive upon conversion of their preferred stock.

Effective September 13, 2011, the conversion rate for the 4.375% Series C Cumulative Convertible Preferred Stock is 0.5420 shares of common stock per $25.00 liquidation preference. For the 5.500% Series D Cumulative Convertible Preferred Stock, the conversion rate is 0.6200 shares of common stock per $25.00 liquidation preference.

No, this filing is primarily a disclosure of adjustments to conversion rates under Regulation FD. It does not provide new financial results or forward-looking guidance beyond the standard cautionary statements included in the filing.