8-KRegulation FDExhibits & Filings

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

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

Summary

Digital Realty Trust, Inc. (DLR) filed an 8-K on June 13, 2012, to disclose adjustments to the exchange rate for its 5.50% Exchangeable Senior Debentures due 2029 and the conversion rate for its 5.500% Series D Cumulative Convertible Preferred Stock. These adjustments are being communicated to debenture holders via a "Notice of Adjustment to Exchange Rate." The filing specifies the updated rates: 24.4550 shares per $1,000 principal amount for the debentures and 0.6280 shares per $25.00 liquidation preference for the preferred stock. This disclosure is primarily for informational purposes under Regulation FD and does not constitute a filed report for liability purposes. Investors should note that these adjustments may impact the potential future equity dilution or the value of these instruments for holders. The company also includes standard forward-looking statements, highlighting various risks and uncertainties that could affect future performance, including economic conditions, IT spending, tenant stability, financing, and operational risks.

Key Highlights

  • 1Announcement of an adjustment to the exchange rate for Digital Realty's 5.50% Exchangeable Senior Debentures due 2029.
  • 2Disclosure of an adjustment to the conversion rate for the 5.500% Series D Cumulative Convertible Preferred Stock.
  • 3The adjusted exchange rate for the debentures is 24.4550 shares per $1,000 principal amount.
  • 4The adjusted conversion rate for the preferred stock is 0.6280 shares per $25.00 liquidation preference.
  • 5A "Notice of Adjustment to Exchange Rate" will be distributed to debenture holders.
  • 6The filing is made under Item 7.01 (Regulation FD Disclosure) and is not deemed 'filed' for liability purposes under Section 18 of the Exchange Act.
  • 7The report includes a comprehensive list of forward-looking statements and associated risks, covering economic, operational, and financial factors.

Frequently Asked Questions

The primary purpose of this 8-K filing is to formally disclose adjustments to the exchange rate for Digital Realty's 5.50% Exchangeable Senior Debentures due 2029 and the conversion rate for its 5.500% Series D Cumulative Convertible Preferred Stock. This information is being provided to holders of these instruments and is being furnished under Regulation FD.

As of June 13, 2012, the adjusted exchange rate for the 5.50% Exchangeable Senior Debentures due 2029 is 24.4550 shares per $1,000 principal amount. The adjusted conversion rate for the 5.500% Series D Cumulative Convertible Preferred Stock is 0.6280 shares per $25.00 liquidation preference.

For holders of the debentures and preferred stock, these adjusted rates can impact the potential value of their holdings. A higher exchange/conversion rate generally means more shares can be obtained for a given principal or liquidation preference amount, which could be beneficial if the company's stock price increases, but also potentially indicates dilution for common shareholders. Conversely, a lower rate might indicate less favorable terms for converting into equity. Investors should review the specific terms of their securities and the company's disclosures to understand the full implications.

No, this filing is furnished under Item 7.01 (Regulation FD Disclosure) and is specifically stated not to be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, nor is it intended to be incorporated by reference into other filings. Therefore, it is not subject to the liabilities associated with 'filed' reports under Section 18.