8-KMaterial AgreementsSecurities & ListingShareholder Matters+3

DIGITAL REALTY TRUST, INC. 8-K Report, Material Agreement (Mar 26, 2014)

Filed March 26, 2014For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

This Form 8-K filing by Digital Realty Trust, Inc. (DLR) on March 26, 2014, details the company's completion of an underwritten public offering of 12,000,000 shares of its 7.375% Series H Cumulative Redeemable Preferred Stock. The offering generated approximately $289.4 million in net proceeds, which were contributed to the operating partnership in exchange for an equivalent number of Series H Preferred Units. This issuance represents a significant capital raise for DLR, likely intended to fund ongoing operations, development projects, or acquisitions within its data center portfolio. The filing also outlines the key terms associated with the Series H Preferred Stock, including its dividend rate, liquidation preference, redemption provisions, and conversion rights in the event of a Change of Control. These details are crucial for investors to understand the rights and protections afforded to these preferred security holders, as well as the potential impact on common stockholders under specific corporate events.

Key Highlights

  • 1Digital Realty Trust, Inc. successfully completed a public offering of 12,000,000 shares of its 7.375% Series H Cumulative Redeemable Preferred Stock.
  • 2The offering generated net proceeds of approximately $289.4 million after deducting underwriting discounts and expenses.
  • 3The operating partnership, Digital Realty Trust, L.P., issued 12,000,000 Series H Preferred Units to the parent company in exchange for the net proceeds.
  • 4The Series H Preferred Stock ranks senior to common stock in terms of dividend rights and liquidation preferences, and on parity with other existing preferred stock series (E, F, G).
  • 5Holders are entitled to cumulative cash dividends of 7.375% per annum ($1.84375 per share), payable quarterly.
  • 6The Series H Preferred Stock has a liquidation preference of $25.00 per share, plus accrued and unpaid dividends.
  • 7The company has the option to redeem the Series H Preferred Stock on or after March 26, 2019, at $25.00 per share plus accrued dividends, and also upon a Change of Control.
  • 8Holders have a conversion right into common stock in the event of a Change of Control, subject to certain conditions and a cap.

Frequently Asked Questions

This 8-K filing announces the completion of Digital Realty Trust, Inc.'s underwritten public offering of 12,000,000 shares of its 7.375% Series H Cumulative Redeemable Preferred Stock and details the associated material definitive agreements and modifications to security holder rights.

The company raised approximately $289.4 million in net proceeds from the offering after deducting underwriting discounts and other estimated expenses.

The Series H Preferred Stock carries a 7.375% annual dividend rate ($1.84375 per share), payable quarterly. It has a liquidation preference of $25.00 per share. The stock is redeemable by the company on or after March 26, 2019, or upon a Change of Control event, at $25.00 per share plus accrued dividends. Holders also have a conversion right into common stock in the event of a Change of Control, subject to specific terms and limitations.

The operating partnership, Digital Realty Trust, L.P., received the net proceeds from the offering and, in return, issued 12,000,000 Series H Preferred Units to Digital Realty Trust, Inc. These preferred units mirror the rights and preferences of the Series H Preferred Stock.