8-KRegulation FDExhibits & Filings

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

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

Summary

Digital Realty Trust, Inc. (DLR) filed an 8-K on December 13, 2011, primarily to disclose adjustments to conversion and exchange rates related to its outstanding convertible securities. This filing serves as a routine update regarding the mechanics of its financial instruments, specifically its Series C and Series D Convertible Preferred Stock and its 5.50% Exchangeable Senior Debentures due 2029. Investors should note that this report does not contain new operational or financial performance data. Instead, it focuses on the technical adjustments of these securities. The specific exchange and conversion rates provided are crucial for current holders of these instruments to understand their potential equity conversion or exchange value. The company also included its standard forward-looking statements and risk factors, reiterating potential challenges to its business, including economic conditions and tenant-related risks.

Key Highlights

  • 1Disclosure of adjusted conversion rates for Series C and Series D Cumulative Convertible Preferred Stock.
  • 2Announcement of an adjusted exchange rate for the 5.50% Exchangeable Senior Debentures due 2029.
  • 3The filing includes the specific share conversion ratios for preferred stock and debentures as of December 13, 2011.
  • 4Information is furnished under Regulation FD Disclosure (Item 7.01) and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
  • 5Exhibit 99.1 contains the formal Notice of Adjustment to Exchange Rate.
  • 6The report reiterates a broad range of forward-looking statements and associated risks and uncertainties.
  • 7No material financial or operational updates beyond the security rate adjustments are presented.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform holders of Digital Realty Trust's convertible preferred stock and exchangeable senior debentures about the adjusted conversion and exchange rates for these securities as of December 13, 2011. It's a technical disclosure related to the mechanics of these financial instruments.

No, this filing does not contain new financial performance data or operational updates. It focuses specifically on the adjustment of conversion and exchange rates for certain outstanding debt and preferred equity securities.

As of December 13, 2011, the conversion rate for the 4.375% Series C Cumulative Convertible Preferred Stock is 0.5420 shares per $25.00 liquidation preference. For the 5.500% Series D Cumulative Convertible Preferred Stock, it's 0.6200 shares per $25.00 liquidation preference. The exchange rate for the 5.50% Exchangeable Senior Debentures due 2029 is 24.1820 shares per $1,000 principal amount.

While the specific trigger for the adjustment isn't detailed in this 8-K, adjustments to conversion and exchange rates for such securities are typically based on pre-defined terms within the governing agreements, which can be influenced by factors like accrued dividends, interest payments, or other contractual provisions. The 'Notice of Adjustment to Exchange Rate' (Exhibit 99.1) would contain the specifics.