8-KRegulation FD

DIGITAL REALTY TRUST, INC. 8-K Report, Regulation FD Disclosure (Mar 13, 2012)

Filed March 13, 2012For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

This 8-K filing by Digital Realty Trust, Inc. (DLR) announces adjustments to the conversion rates of its Series C and Series D Cumulative Convertible Preferred Stock, effective March 13, 2012. These adjustments are a direct result of the company declaring and paying common stock dividends in excess of the "reference dividend" outlined in the respective Articles Supplementary. For investors holding these preferred securities, this means they will now be able to convert their preferred shares into a slightly different number of common shares. Specifically, the conversion rate for Series C has adjusted to 0.5480 shares of common stock per $25.00 liquidation preference, and for Series D, it's now 0.6280 shares of common stock per $25.00 liquidation preference. The filing also provides the current conversion rate for the company's 5.50% Exchangeable Senior Debentures due 2029, which is 24.1820 shares per $1,000 principal amount. While not a direct trigger event for the debentures, the overall context of dividend payments and security adjustments is relevant for holders of all DLR convertible and exchangeable instruments. Investors should note that this information is provided for disclosure purposes and does not inherently signal a change in the company's financial performance, but rather a mechanical adjustment based on dividend policy.

Key Highlights

  • 1Adjustments to conversion rates for Series C and Series D Convertible Preferred Stock effective March 13, 2012.
  • 2The adjusted conversion rate for Series C is 0.5480 common shares per $25.00 liquidation preference.
  • 3The adjusted conversion rate for Series D is 0.6280 common shares per $25.00 liquidation preference.
  • 4These adjustments are triggered by common stock dividend payments exceeding the "reference dividend" specified in the preferred stock's Articles Supplementary.
  • 5The conversion rate for 5.50% Exchangeable Senior Debentures due 2029 is 24.1820 shares per $1,000 principal amount.
  • 6The company also included a standard "Forward-Looking Statements" section detailing various risks and uncertainties.

Frequently Asked Questions

The primary reason for this filing is to disclose adjustments to the conversion rates of Digital Realty Trust's Series C and Series D Cumulative Convertible Preferred Stock. These adjustments are a result of the company paying dividends on its common stock that exceed a predefined "reference dividend" for these preferred securities.

For holders of Series C preferred stock, the conversion rate has been adjusted to 0.5480 shares of common stock per $25.00 liquidation preference. For Series D preferred stock, the rate is now 0.6280 shares of common stock per $25.00 liquidation preference. This means that the number of common shares an investor can receive upon converting their preferred shares has changed.

No, this filing is a disclosure of a mechanical adjustment to conversion rates based on dividend payments already made or declared. It does not, by itself, signal a change in the company's underlying financial performance or its strategy regarding common stock dividends. The company has been paying common dividends in excess of the reference rate, which is the direct cause of the conversion rate adjustment.

The conversion rate for the 5.50% Exchangeable Senior Debentures due 2029 is 24.1820 shares of common stock per $1,000 principal amount.