8-KOther Events

DIGITAL REALTY TRUST, INC. 8-K Report, Corporate Update (Feb 19, 2013)

Filed February 19, 2013For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) announced on February 19, 2013, its intention to convert all outstanding shares of its 5.500% Series D Cumulative Convertible Preferred Stock into shares of its common stock. This conversion, effective February 26, 2013, will occur at a rate of 0.6360 shares of common stock per $25.00 liquidation preference. Approximately 4.8 million shares of Series D Preferred Stock were outstanding as of February 15, 2013. Investors holding Series D Preferred Stock will receive common stock instead of preferred stock, with fractional shares being settled in cash based on the common stock's closing price on February 25, 2013. Notably, holders will not receive dividends accrued from December 31, 2012, through the conversion date. Concurrently, Digital Realty Trust, L.P. will convert its Series D Preferred Units into common units for the parent company. This action effectively simplifies the capital structure and converts preferred equity obligations into common equity.

Key Highlights

  • 1Digital Realty Trust (DLR) is converting all outstanding 5.500% Series D Cumulative Convertible Preferred Stock into common stock.
  • 2The conversion is effective on February 26, 2013.
  • 3The conversion rate is 0.6360 shares of common stock for each $25.00 liquidation preference of Series D Preferred Stock.
  • 4As of February 15, 2013, there were 4,802,180 shares of Series D Preferred Stock outstanding.
  • 5Fractional shares of common stock will be paid in cash, based on the February 25, 2013 closing price of DLR's common stock.
  • 6Holders of Series D Preferred Stock will not receive dividends accrued from December 31, 2012, up to the conversion date.
  • 7Digital Realty Trust, L.P. will convert its Series D Preferred Units into common units of the operating partnership.

Frequently Asked Questions

This 8-K filing announces Digital Realty Trust, Inc.'s decision to convert all its outstanding Series D Cumulative Convertible Preferred Stock into common stock. It provides the details of this conversion, including the effective date, conversion ratio, and treatment of fractional shares.

Holders of Digital Realty Trust's 5.500% Series D Cumulative Convertible Preferred Stock are directly affected. They will receive shares of DLR's common stock in exchange for their preferred stock.

The conversion will be effective on February 26, 2013.

No, fractional shares will not be issued. Instead, the cash value of any fractional interest will be paid to the holder, calculated based on the closing price of Digital Realty Trust's common stock on February 25, 2013.

No. Holders of Series D Preferred Stock will not receive any dividends that accrue from December 31, 2012, through the conversion date of February 26, 2013. Their rights as holders of Series D Preferred Stock cease on the effective date, except for the right to receive the converted common stock and cash for fractional shares.