UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
QTS Realty Trust, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) on August 26, 2021. At the Special Meeting, the Company’s common stockholders voted on three proposals, each of which is described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission and first mailed to stockholders on July 21, 2021 (the “Proxy Statement”). As of the close of business on July 15, 2021, the record date for the Special Meeting, there were 76,969,583 shares of Class A Common Stock of the Company, par value $0.01 per share (“Class A common stock”), which were each entitled to one vote with respect to each proposal at the Special Meeting, and 124,481 shares of Class B Common Stock of the Company, par value $0.01 per share (“Class B common stock” and, together with the Class A common stock, the “common stock”), which were each entitled to 50 votes with respect to each proposal at the Special Meeting, outstanding and entitled to vote. A total of 63,032,701 shares of common stock were voted virtually or by proxy, representing 83.09% of the votes entitled to be cast at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. At the Special Meeting, the Company’s stockholders were asked to consider and vote on the following matters:
| · | a proposal to approve the merger of the Company with and into Volt Lower Holdings LLC (the “Merger”) pursuant to the terms of the Agreement and Plan of Merger, dated as of June 7, 2021, as it may be amended from time to time, among the Company, QualityTech, LP, a Delaware limited partnership, Volt Upper Holdings LLC, a Delaware limited liability company, Volt Lower Holdings LLC, a Delaware limited liability company, and Volt Acquisition LP, a Delaware limited partnership (the “Merger Agreement”) and the other transactions contemplated by the Merger Agreement (the “Merger Proposal”); |
| · | a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”); and |
| · | a proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). |
At the Special Meeting, the Company’s stockholders approved each of the proposals set forth above. Because there were sufficient votes present to approve the Merger Proposal, it was not necessary to adjourn the meeting.
The final voting results for each proposal are set forth below.
Merger Proposal
At the Special Meeting, the Company’s common stockholders voted to approve the Merger and the other transactions contemplated by the Merger Agreement. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | ||||||||
| 69,101,963 | 23,105 | 7,202 | ||||||||
Advisory Compensation Proposal
At the Special Meeting, the Company’s common stockholders voted to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | ||||||||
| 64,616,079 | 4,267,715 | 248,476 | ||||||||
Adjournment Proposal
At the Special Meeting, the Company’s common stockholders voted to approve a proposal for any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal:
| Votes For | Votes Against | Abstentions | ||||||||
| 65,190,340 | 3,917,836 | 24,094 | ||||||||
Because none of the proposals before the Special Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.
Subject to the satisfaction or waiver of all of the conditions to the closing of the Merger in the Merger Agreement, the Merger is expected to be completed on August 31, 2021.
| Item 8.01 | Other Events |
On August 26, 2021, the Company issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press Release of QTS Realty Trust, Inc. dated August 26, 2021. | |
| 104 | Inline XBRL Taxonomy Extension Presentation Linkbase Document Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QTS Realty Trust, Inc. | ||
| By: | /s/ Matt N. Thomson | |
| Matt N. Thomson | ||
| Secretary, Vice President and General Counsel | ||
August 26, 2021
Exhibit 99.1
QTS Realty Trust Stockholders Approve Acquisition by Blackstone Funds
OVERLAND PARK, Kan. – August 26, 2021 – QTS Realty Trust (NYSE: QTS) (“QTS” or “the Company”) today announced that, at a Special Meeting of Stockholders held earlier today, QTS stockholders voted to approve the acquisition of QTS by affiliates of Blackstone Infrastructure Partners, Blackstone Real Estate Income Trust, Inc. and Blackstone Property Partners.
“I thank our stockholders for their strong support of the transformative transaction with Blackstone, which will provide compelling, immediate and certain value to stockholders and position QTS to better serve customers’ expanding data center infrastructure needs,” said Chad Williams, Chairman and CEO of QTS. “With this significant milestone now behind us, we look forward to completing the transaction with Blackstone.”
Under the terms of the merger agreement announced on June 7, 2021, QTS common stockholders will receive $78.00 in cash for each share of QTS common stock they own. Subject to the satisfaction or waiver of all of the conditions to the closing of the transaction in the merger agreement, the transaction is expected to be completed on August 31, 2021. Upon closing of the transaction, QTS’ common stock, Series A preferred stock and Series B preferred stock will no longer be listed on any public market.
The final voting results will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission after certification by QTS’ inspector of elections.
About QTS
QTS Realty Trust, Inc. (NYSE: QTS) is a leading provider of data center solutions across a diverse footprint spanning more than 7 million square feet of owned mega scale data center space within North America and Europe. Through its software-defined technology platform, QTS is able to deliver secure, compliant infrastructure solutions, robust connectivity and premium customer service to leading hyperscale technology companies, enterprises, and government entities. Visit QTS at www.qtsdatacenters.com, call toll-free 877.QTS.DATA or follow on Twitter @DataCenters_QTS.
About Blackstone
Blackstone is the world’s largest alternative asset manager. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our $684 billion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.
QTS Investor Relations Contact:
Stephen Douglas
EVP Finance
Ir@qtsdatacenters.com
QTS Media Contact:
Carter B. Cromley
(703) 861-8245
carter.cromley@qtsdatacenters.com
or
Andrew Siegel / Viveca Tress / Lucas Pers
Joele Frank
(212) 355-4449
Blackstone Media Contacts:
Paula Chirhart
(347) 463-5453
Paula.Chirhart@blackstone.com
or
Jeffrey Kauth
(212) 583-5395
Jeffrey.Kauth@Blackstone.com