Form 8-K

0001193125-11-182803.txt : 20110706 0001193125-11-182803.hdr.sgml : 20110706 20110706160539 ACCESSION NUMBER: 0001193125-11-182803 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110706 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110706 DATE AS OF CHANGE: 20110706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Digital Realty Trust, Inc. CENTRAL INDEX KEY: 0001297996 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 260081711 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32336 FILM NUMBER: 11953284 BUSINESS ADDRESS: STREET 1: 560 MISSION STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415)738-6500 MAIL ADDRESS: STREET 1: 560 MISSION STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Digital Realty Trust, L.P. CENTRAL INDEX KEY: 0001494877 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 202402955 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54023 FILM NUMBER: 11953285 BUSINESS ADDRESS: STREET 1: 560 MISSION STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-738-6500 MAIL ADDRESS: STREET 1: 560 MISSION STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2011

DIGITAL REALTY TRUST, INC.

DIGITAL REALTY TRUST, L.P.

(Exact name of registrant as specified in its charter)


Maryland Maryland	001-32336 000-54023	26-0081711 20-2402955
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

560 Mission Street, Suite 2900 San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)

(415) 738-6500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

On or around July 6, 2011, we distributed a Notice of Exchangeability to the holders of Digital Realty Trust, L.P.’s 4.125% Exchangeable Senior Debentures due 2026. The form of the notice is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Notice of Exchangeability.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: July 6, 2011


Digital Realty Trust, Inc.

By:		/s/ Joshua A. Mills
		Joshua A. Mills Senior Vice President, General Counsel and Assistant Secretary

Digital Realty Trust, L.P.

By:		Digital Realty Trust, Inc.
		Its general partner

By:		/s/ Joshua A. Mills
		Joshua A. Mills Senior Vice President, General Counsel and Assistant Secretary

EXHIBITS


Exhibit Number		Description

99.1		Notice of Exchangeability.

EX-99.1 2 dex991.htm NOTICE OF EXCHANGEABILITY Notice of Exchangeability

Exhibit 99.1

DIGITAL REALTY TRUST, L.P.

DIGITAL REALTY TRUST, INC.

July 6, 2011

The Depository Trust Company

Proxy Department

55 Water Street

New York, NY 10041

Re: Notice of Exchangeability of our 4.125% Exchangeable Senior Debentures due 2026

To the Holders of our 4.125% Exchangeable Senior Debentures due 2026:

Reference is made to the Indenture, dated as of August 15, 2006 (the “Indenture”), by and among Digital Realty Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), as issuer, Digital Realty Trust, Inc., a Maryland corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee, relating to the Operating Partnership’s 4.125% Exchangeable Senior Debentures due 2026 (the “Debentures”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.

Pursuant to Section 13.01(a)(i) of the Indenture, a Holder of our Debentures may surrender its Debentures for exchange during any calendar quarter if the Closing Sale Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter is more than 130% of the Exchange Price per share of the Common Stock in effect on the applicable Trading Day. The Exchange Price in effect as of June 30, 2011 was $30.99 per share.

Pursuant to Section 13.01(b) of the Indenture, the Operating Partnership hereby gives notice to the Holders of the Debentures that the Debentures shall be exchangeable pursuant to Section 13.01(a)(i) of the Indenture during the calendar quarter ending September 30, 2011, subject to the terms and conditions of the Indenture.


Very truly yours,

DIGITAL REALTY TRUST, L.P.
DIGITAL REALTY TRUST, INC.

By:	DIGITAL REALTY TRUST, INC.

	By:	/s/ Joshua A. Mills
	Name:		Joshua A. Mills
	Title:		Senior Vice President, General Counsel and Assistant Secretary