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 14, 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 July 14, 2011, Digital Realty Trust, Inc., which we refer to as we or us, announced that Digital Realty Trust, L.P., which we refer to as our operating partnership, is offering to repurchase, at the option of each holder, any and all of its outstanding 4.125% Exchangeable Senior Debentures due 2026, or the Debentures, as required by the terms of the Indenture, dated as of August 15, 2006, among us, our operating partnership and Wells Fargo Bank, National Association, as trustee and paying agent, or the Indenture. In connection with the repurchase offer, on July 14, 2011, we distributed an Issuer Repurchase Notice to the holders of the Debentures and filed a Schedule TO with the Securities and Exchange Commission. The repurchase offer will expire at 5:00 p.m., New York City time, on August 11, 2011.
On July 14, 2011, we also announced that our operating partnership intends to redeem all of the outstanding Debentures, pursuant to its option under the Indenture, on August 18, 2011. In connection with the redemption, on July 14, 2011, we distributed a Notice of Redemption to the holders of the Debentures.
In connection with the redemption, holders of the Debentures have the right to exchange their Debentures prior to 5:00 p.m., New York City time, on August 16, 2011. Debentures not surrendered pursuant to the repurchase offer prior to 5:00 p.m., New York City time, on August 11, 2011, or for exchange prior to 5:00 p.m., New York City time, on August 16, 2011, will be redeemed by our operating partnership on August 18, 2011.
The foregoing description of the repurchase offer and the redemption is only a summary and is qualified in its entirety by reference to the Issuer Repurchase Notice, a copy of which is attached hereto as Exhibit 99.1, the Notice of Redemption, a copy of which is attached hereto as Exhibit 99.2, and the press release announcing the repurchase offer and the redemption, a copy of which is attached hereto as Exhibit 99.3, each of which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Issuer Repurchase Notice, dated July 14, 2011 (incorporated by reference to Exhibit (a)(1)(A) to Digital Realty Trust, Inc.’s and Digital Realty Trust, L.P.’s Schedule TO filed on July 14, 2011). | |
| 99.2 | Notice of Redemption, dated July 14, 2011. | |
| 99.3 | Press Release, dated July 14, 2011 (incorporated by reference to Exhibit (a)(5)(A) to Digital Realty Trust, Inc.’s and Digital Realty Trust, L.P.’s Schedule TO filed on July 14, 2011). | |
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 14, 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 | Issuer Repurchase Notice, dated July 14, 2011 (incorporated by reference to Exhibit (a)(1)(A) to Digital Realty Trust, Inc.’s and Digital Realty Trust, L.P.’s Schedule TO filed on July 14, 2011). | |
| 99.2 | Notice of Redemption, dated July 14, 2011. | |
| 99.3 | Press Release, dated July 14, 2011 (incorporated by reference to Exhibit (a)(5)(A) to Digital Realty Trust, Inc.’s and Digital Realty Trust, L.P.’s Schedule TO filed on July 14, 2011). | |
Exhibit 99.2
NOTICE OF REDEMPTION
TO HOLDERS OF
4.125% EXCHANGEABLE SENIOR DEBENTURES DUE 2026
ISSUED BY
DIGITAL REALTY TRUST, L.P.
CUSIP Number: 25389J AA4
NOTICE IS HEREBY GIVEN pursuant to Section 3.02 of the Indenture, dated as of August 15, 2006 (the “Indenture”), among Digital Realty Trust, L.P., as issuer (the “Company”), Digital Realty Trust, Inc., as guarantor (the “Guarantor”), and Wells Fargo Bank, National Association, as trustee and paying agent (the “Trustee” or “Paying Agent”), that the Company intends to redeem in full any and all of the Company’s 4.125% Exchangeable Senior Debentures due 2026 (the “Debentures”) outstanding on August 18, 2011 (the “Redemption Date”) at a price equal to 100% of the principal amount of the Debentures plus $0.34375 per $1,000 principal amount of Debentures, which is the amount of accrued and unpaid interest thereon to, but excluding, the Redemption Date (the “Redemption Price”). As of July 13, 2011, there was outstanding $48,301,000 aggregate principal amount of the Debentures. All capitalized terms used but not specifically defined in this Notice of Redemption shall have the meanings given to such terms in the Indenture and the Debentures.
The Redemption Price will become due and payable on the Redemption Date, and unless the Company defaults in making payment of the Redemption Price, interest on the Debentures will cease to accrue on and after the Redemption Date. Payment of the Redemption Price will be made on or after the Redemption Date upon presentation and surrender of the Debentures to the Trustee, which will be acting as the Paying Agent, as follows:
| Registered/Certified Mail: | Air Courier: | In Person: | ||
| Wells Fargo Bank, NA |
Wells Fargo Bank, NA | Wells Fargo Bank, NA | ||
| Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480-1517 |
Corporate Trust Operations N9303-121 6th & Marquette Avenue Minneapolis, MN 55479 |
Northstar East Building 608 2nd Ave. So., 12th Floor Minneapolis, MN |
The Trustee has informed the Company that, as of the date of this Notice of Redemption, all custodians and beneficial holders of the Debentures hold the Debentures through Depository Trust Company (“DTC”) accounts and that there are no certificated Debentures in non-global form. Accordingly, all Debentures surrendered for redemption hereunder will be delivered through the transmittal procedures of DTC and redeemed in accordance with the procedures of DTC.
Holders of the Debentures have the right to exchange their Debentures into the Guarantor’s common stock, par value $0.01 per share, subject to the terms, conditions and adjustments specified in the Indenture and the Debentures; however, Debentures may only be surrendered for exchange prior to 5:00 p.m., New York City time, on August 16, 2011, the second Business Day immediately prior to the Redemption Date. In addition, holders of record as of August 1, 2011 will not be entitled to the regularly scheduled August 15, 2011 interest payment if they surrender their Debentures for exchange prior to 5:00 p.m., New York City time, on August 15, 2011. The Debentures are currently exchangeable at an Exchange Price of $30.9857 per share and an Exchange Rate of 32.2730 shares of the Guarantor’s common stock per $1,000 principal amount of Debentures.
Questions and requests for assistance may be directed to the Trustee and Paying Agent at the address above or at telephone number (213) 614-2588, or to Digital Realty Trust, Inc., 560 Mission Street, Suite 2900, San Francisco, CA 94105, Attn: Investor Relations, telephone number (415) 738-6500.
Wells Fargo Bank, National Association policy does not allow the safekeeping of securities within Corporate Trust Operations for a period of longer than 30 days. Please DO NOT submit your securities for payment more than 30 days in advance of the Redemption Date. A $25.00 wire transfer fee will be deducted by the Paying Agent from each payment requested to be made by wire. When inquiring about this redemption, please have the Debenture number available. Please inform the customer service representative of the CUSIP number of the Debentures. Customer service can be reached at (612) 667-9764 or toll free at (800) 344-5128.
IMPORTANT NOTICE
The Paying Agent may be obligated to withhold a percentage of the payment of interest and principal on the Debentures to a holder who has failed to certify that such holder is not subject to backup withholding. Holders of the Debentures who wish to avoid the application of these provisions should submit either a completed Internal Revenue Service (IRS) Form W-9 (use only if the holder is a U.S. person, including a resident alien), or the appropriate IRS Form W-8 (use only if the holder is neither a U.S. person nor a resident alien), when presenting the Debentures for payment. See IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. Publication 515 and IRS Forms W-9 and W-8 and instructions are available at www.irs.gov.
| By: | Wells Fargo Bank, National Association, as Trustee and Paying Agent |
Publication Date: July 14, 2011