8-KMaterial AgreementsSecurities & ListingShareholder Matters+2

DIGITAL REALTY TRUST, INC. 8-K Report, Material Agreement (Sep 20, 2011)

Filed September 20, 2011For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) filed an 8-K on September 20, 2011, reporting on the completion of a public offering of 11,500,000 shares of its 7.000% Series E Cumulative Redeemable Preferred Stock. This offering, which closed on September 15, 2011, resulted in the issuance of the Series E Preferred Stock by Digital Realty Trust, Inc. and the corresponding Series E Preferred Units by its operating partnership, Digital Realty Trust, L.P. The filing details the material terms of the Series E Preferred Stock, including its liquidation preference, dividend rights, and provisions related to conversion and redemption, particularly in the event of a change of control. The Series E Preferred Stock ranks senior to common stock in terms of dividends and liquidation and is on par with other existing preferred stock series. The issuance of the Series E Preferred Units to the operating partnership was conducted under an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

Key Highlights

  • 1Digital Realty Trust, Inc. completed a public offering of 11,500,000 shares of 7.000% Series E Cumulative Redeemable Preferred Stock on September 15, 2011.
  • 2The Series E Preferred Stock carries a 7.000% annual dividend rate, payable quarterly, with a liquidation preference of $25.00 per share.
  • 3Dividends accrue from September 15, 2011, and are payable quarterly in arrears, starting December 30, 2011.
  • 4In the event of a liquidation, dissolution, or winding-up, Series E Preferred Stock holders are entitled to receive their liquidation preference plus accrued and unpaid dividends before common stockholders receive any distribution.
  • 5The Series E Preferred Stock is generally not redeemable before September 15, 2016, but holders have a conversion right into common stock upon a Change of Control event.
  • 6A Change of Control is defined as an acquisition of over 50% of voting power, where the acquiring or surviving entity's common securities are no longer listed on major US exchanges.
  • 7The operating partnership, Digital Realty Trust, L.P., issued an equivalent number of 7.000% Series E Cumulative Redeemable Preferred Units to the parent company, DLR, in exchange for net proceeds from the offering.

Frequently Asked Questions

This 8-K filing announces and provides details regarding Digital Realty Trust, Inc.'s completion of a public offering for its 7.000% Series E Cumulative Redeemable Preferred Stock, including the material terms and agreements associated with this issuance.

The Series E Preferred Stock has a liquidation preference of $25.00 per share and pays a cumulative annual dividend of 7.000% ($1.75 per share), payable quarterly. It ranks senior to common stock for dividends and liquidation and on parity with other preferred stock series.

In the event of a Change of Control, holders of Series E Preferred Stock have the right to convert their shares into Digital Realty Trust, Inc.'s common stock, subject to certain conditions and limitations, unless the company elects to redeem the preferred stock.

The operating partnership issued 11,500,000 Series E Preferred Units to Digital Realty Trust, Inc. in exchange for the net proceeds from the preferred stock offering. These units have rights and preferences substantially similar to the Series E Preferred Stock.