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):

May 6, 2015

QTS Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-36109	46-2809094
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

12851 Foster Street Overland Park, KS	66213
(Address of principal executive offices)	(Zip Code)

(913) 814-9988

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report.)

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:

¨ 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))

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Item 7.01. Regulation FD Disclosure.

QTS Realty Trust, Inc. (the “Company”), through a subsidiary, entered into a stock purchase agreement with Carpathia Holdings, LLC and Carpathia Acquisition, Inc. dated May 6, 2015 (the “Stock Purchase Agreement”) pursuant to which it will acquire the business of Carpathia Hosting, Inc. for approximately $326 million. The Company issued a press release on May 6, 2015 announcing the proposed transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The slides used in connection with the analyst and investor presentation are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

The information required to be reported on Form 8-K with respect to the Stock Purchase Agreement will be filed in a separate Current Report on Form 8-K.

Cautionary Statement Regarding Forward-Looking Statements

Some of the statements contained in this Current Report on Form 8-K constitute forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, among other things, information about the Company’s properties and its redevelopment pipeline. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “pro forma,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this Current Report on Form 8-K reflect the Company’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement. The Company does not guarantee that the transaction and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: adverse economic or real estate developments in the Company’s markets or the technology industry; national and local economic conditions; difficulties in identifying properties to acquire and completing acquisitions; the Company’s failure to successfully develop, redevelop and operate acquired properties; significant increases in construction and development costs; the increasingly competitive environment in which the Company operates; defaults on or non-renewal of leases by customers; increased interest rates and operating costs, including increased energy costs; financing risks, including the Company’s failure to obtain necessary outside financing; decreased rental rates or increased vacancy rates; dependence on third parties to provide Internet, telecommunications and network connectivity to the Company’s data centers; the Company’s failure to qualify and maintain its qualification as a real estate investment trust; environmental uncertainties and risks related to natural disasters; financial market fluctuations; and changes in real estate and zoning laws and increases in real property tax rates.

While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and other documents that it files from time to time with the Securities and Exchange Commission.

The information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
99.1		Press Release issued by QTS Realty Trust, Inc, on May 6, 2015
99.2		Investor Presentation Material

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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/ Shirley E. Goza
	Shirley E. Goza
	Secretary and General Counsel

May 6, 2015

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EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1		Press Release issued by QTS Realty Trust, Inc, on May 6, 2015
99.2		Investor Presentation Material

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EX-99.1

Exhibit 99.1

QTS Realty Trust to Acquire Carpathia Hosting

Move Enhances Data Center Leader’s Integrated Real Estate and Technology Services Platform

Overland Park, Kan. – May 6, 2015 – QTS Realty Trust (NYSE: QTS) announced today that it has reached an agreement to acquire Virginia-based colocation, cloud and managed services provider, Carpathia Hosting, Inc. for approximately $326 million. Carpathia is a leading hybrid cloud services and Infrastructure-as-a-Service (IaaS) provider offering a high level of security and compliance solutions to sophisticated enterprise customers and federal agencies.

The transaction strengthens QTS’ existing, fully integrated real estate and technology services platform, known as QTS’ 3C’s: custom data center (C1), colocation (C2) and cloud and managed services (C3). The combined companies will service over 1,000 customers in North America, Europe and Asia Pacific.

“Carpathia will be a great complement to our existing platform, enhancing and expanding our premium product and service offering, while delivering added value to customers, shareholders and employees,” said Chad Williams, Chief Executive Officer – QTS. “The addition of Carpathia, with its seasoned management team, will accelerate QTS’ already industry-leading performance, and further strengthen QTS’ unique integrated technology services platform that enterprise customers increasingly require.”

The transaction will provide a number of strategic benefits to QTS, including:

· Enhances QTS’ proven and well established 3C integrated services platform with additional scale and product mix in C2 and C3

· Accelerates QTS’ federal business through Carpathia’s strong momentum with federal agencies and the ability to leverage this business with QTS’ Richmond mega data center

· Adds access to government business through numerous federal Authorizations to Operate (ATOs) with federal civilian and DoD agencies, and a Provisional ATO from the FedRAMP Joint Authorization Board (JAB)

· Provides highly complementary capabilities in security and compliance solutions designed for sophisticated enterprise and federal customers

· Deepens the QTS customer base with approximately 230 customers and provides the ability to cross-sell QTS’ infrastructure and Carpathia’s product mix to a combined group of over 1,000 customers

· Diversifies and expands QTS’ geographic footprint, adding strategic international capabilities

· Promotes strategic partnership and offering with VMware vCloud^® Government Service provided by Carpathia^TM (vCGS)

· Fosters near term and long term financial benefits including growth, scale, and immediate accretion

· Expands QTS’ executive ranks to include the Carpathia leadership team

“We admire the leadership position QTS has taken in understanding the evolving needs of the industry and building dynamic solutions to meet customer demand,” said Peter Weber, Chief Executive Officer – Carpathia. “Joining QTS means leveraging common strengths and continuing the development of innovative hybrid cloud solutions for enterprise and public sector customers. Furthermore, the existing Carpathia customer base will benefit significantly from QTS’ world-class mega data center infrastructure for their integrated data center needs.”

Peter Weber will join the QTS executive team as Chief Product Officer. The remainder of the Carpathia executive team will continue to play key roles in further developing and delivering products and services that customers seek and value.

Financial Impact

The transaction is expected to be immediately accretive to QTS, adding an estimated $0.01 per share to OFFO and an estimated $0.10 per share to AFFO in 2015, and adding an estimated $0.10 per share to OFFO and an estimated $0.25 per share to AFFO in 2016. The terms of the agreement call for QTS to purchase Carpathia for approximately $290m, and to take approximately $36m of capital lease obligations, for a total enterprise value of approximately $326m. Carpathia is expected to contribute on a second-half 2015 annualized basis approximately $90m in revenue and approximately $32m in annualized Adjusted EBITDA. In addition, QTS anticipates an additional $2m in synergies to begin to ramp in 2016, resulting in an anticipated purchase price multiple of approximately 9.6x 2015 annualized Adjusted EBITDA, pro forma for synergies. In addition, QTS is expecting to incur approximately $7m in fees and expenses associated with the transaction and approximately $15m one-time integration costs to be incurred through 2016.

QTS expects to finance the transaction through available capacity under the Company’s credit facilities, and will ultimately look to a blend of equity and debt securities to finance the acquisition on a leverage-neutral basis.

The transaction is expected to close mid-year 2015, subject to the fulfillment of customary closing conditions.

Management will host a call Wednesday, May 6, 2015 at 4 p.m. Central / 5 p.m. Eastern with additional details surrounding the transaction. The dial-in number for the conference call is (877) 883-0383 (U.S.) or (412) 902-6506 (International). The participant entry number is 3726112 and callers are asked to dial in ten minutes prior to start time. A link to the live broadcast and the replay will be available on the Company’s website (www.qtsdatacenters.com) under the Investors tab.

Financial and Legal Advisors

Deutsche Bank Securities Inc. acted as lead financial advisor and TD Securities acted as financial advisor to QTS. Hogan Lovells acted as legal advisor to QTS. Credit Suisse acted as exclusive financial advisor to Carpathia’s controlling shareholder, Spire Capital Partners, and Dentons acted as legal advisor to Carpathia and Spire Capital Partners.

About QTS

QTS Realty Trust, Inc. (NYSE: QTS) is a leading national provider of data center solutions and fully managed services and a leader in security and compliance. The company offers a complete, unique portfolio of core data center products, including custom data center (C1), colocation (C2) and cloud and managed services (C3), providing the flexibility, scale and security needed to support the rapidly evolving hybrid infrastructure demands of web and IT applications. With 12 data centers in eight states, QTS owns, operates and manages approximately 4.7 million square feet of secure, state-of-the-art data center infrastructure and supports more than 850 customers. QTS' Critical Facility Management (CFM) can provide increased efficiency and greater performance for third-party data center owners and operators. For more information about QTS, please visit www.qtsdatacenters.com, call toll-free 877.QTS.DATA or follow us on Twitter @DataCenters_QTS.

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Contact:
Marlena Reed, communications 21 for QTS
404.814.1330
mreed@c21pr.com

QTS Investor Relations Contact:

Jeff Berson, QTS Chief Investment Officer

Chief Investment Officer

ir@qtsdatacenters.com

EX-99.2

Exhibit 99.2

Confidential Strengthening the 3C Platform Acquisition of Carpathia Hosting, Inc.

Confidential 2 . © 2015 QTS. All Rights Reserved Forward Looking Statements Some of the statements contained in this presentation constitute forward - looking statements within the meaning of the federal se curities laws. Forward - looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and simila r e xpressions concerning matters that are not historical facts. In particular, statements pertaining to our capital resources, portfolio performance and results of operati ons contain forward - looking statements. Likewise, all of our statements regarding anticipated growth in our funds from operations and anticipated market conditions a re forward - looking statements. In some cases, you can identify forward - looking statements by the use of forward - looking terminology such as “may,” “will,” “should,” “e xpects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases wh ich are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward - looking statements by discu ssions of strategy, plans or intentions. The forward - looking statements contained in this presentation reflect our current views about future events and are subject to n umerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those exp ressed in any forward - looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward - lo oking statements: • adverse economic or real estate developments in our markets or the technology industry; • national and local economic conditions; • difficulties in identifying properties to acquire and completing acquisitions; • our failure to successfully develop, redevelop and operate acquired properties; • significant increases in construction and development costs; • the increasingly competitive environment in which we operate; • defaults on or non - renewal of leases by customers; • increased interest rates and operating costs, including increased energy costs; • financing risks, including our failure to obtain necessary outside financing; • decreased rental rates or increased vacancy rates; • dependence on third parties to provide Internet, telecommunications and network connectivity to our data centers; • our failure to qualify and maintain our qualification as a REIT; • environmental uncertainties and risks related to natural disasters; • financial market fluctuations; and • changes in real estate and zoning laws and increases in real property tax rates. While forward - looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward - looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, futu re events or other changes. For a further discussion of these and other factors that could cause our future results to differ materially from any forward - looking statements, see the section entitled “Risk Factors” in our Annual Report on Form 10 - K for the year ended December 31, 2014. We refer you to our periodic reports furnished or filed with the SEC and posted to our website for further information regarding our usage of non - GAAP financial measures and reconciliation of them to our GAAP re sults.

Confidential 3 . © 2015 QTS. All Rights Reserved Transaction overview Transaction Business overview Financial considerations Timing • On May 6, 2015, QTS Realty Trust, Inc. (“QTS” or the “Company”) entered into a definitive agreement to acquire Carpathia Hosting, Inc. (“Carpathia”), for $326 million • Carpathia is a leading colocation, cloud and managed services infrastructure as a service (“IaaS”) provider offering high level security and compliance solutions to sophisticated enterprises and federal agencies • Colocation, Hybrid Cloud, and Managed Services provider purpose - built to deliver on the complex, compliant private and hybrid cloud and managed services requirements of highly demanding enterprises and public sector agencies • Approximately 230 total customers with strong federal (~35% of MRR (a) ) and extensive sophisticated enterprise (~65% of MRR (a) ) customer base • C2 / C3 MRR mix of approximately 25% and 75%, respectively (a) • All - cash purchase price of ~$290 million plus the assumption of approximately ~$36 million of capital leases expected to be funded on a leverage neutral basis • Annualized impact in 2015 of ~$90 million of revenue and ~$34 million of adjusted EBITDA (pro forma for ~$2 million of run - rate synergies expected in 2016) • 2H 2015E annualized adj. EBITDA multiple, pro forma for synergies, of 9.6x and yr - 1 ROIC (b) of ~17% and growing • Transaction will be immediately accretive; expected $0.10 of accretion for OFFO per share and $0.25 for AFFO per share in 2016E, respectively • The transaction is expected to close mid - year, subject to customary closing conditions (a) Based on 2014 MRR. (b) Represents 2 nd Half 2015 estimated annualized NOI yield on invested capital.

Confidential 4 . © 2015 QTS. All Rights Reserved Strategic benefits of Carpathia acquisition Enhances already well - established C2 & C3 platform Accelerates QTS federal business Complementary with QTS’ focus on security and compliance Deepens customer base Diversifies geographic footprint Immediate and long - term financial benefit 1 2 3 4 5 6 • Brings scale to QTS’ existing C3 business and accelerates cloud capabilities and roadmap • Diversifies QTS revenue mix (product, geography, customer base) • Adds talented management team with successful track record • Differentiated platform with significant public sector compliance expertise • Carpathia’s federal platform is additive to QTS’ highly secured, compliant mega data centers and will be a strong complement with our Richmond facility • Platform focused on delivering market - leading compliance and securities capabilities • Further differentiates QTS in highly regulated markets such as government and healthcare • Adds approximately 230 total customers to QTS’ current customer base of over 850 • Ability to leverage QTS infrastructure to Carpathia customer base and Carpathia products to QTS customer base • 8 domestic and 5 international data centers brings scale and diversification to existing QTS footprint • International capabilities to support QTS customer expansion • IBX Vault campus strategically located close to QTS Richmond mega - data center • Migration opportunities over time for certain Carpathia leased facilities • Immediately accretive to QTS (per share accretion of ~$0.01 to OFFO and ~$0.10 to AFFO in 2015E) • Expected accretion of $0.10 and $0.25 for 2016E OFFO and AFFO per share, respectively • Expected year - 1 ROIC of ~17% (a) • Expected run - rate synergies of ~$2 million beginning in 2016 (a) Represents 2 nd Half of 2015 estimated annualized NOI yield on invested capital.

Confidential 5 . © 2015 QTS. All Rights Reserved QTS uniquely positioned to capitalize on strong industry trends Strong industry fundamentals Attractive federal market opportunity $21 $24 $28 $32 $23 $28 $33 $40 $4 $6 $8 $10 $48 $58 $69 $82 2013 2014 2015 2016 Multi-tenant data centers Managed Hosting Infrastructure-as-a-Service 15.0% 20.3% 37.4% (Hybrid IT infrastructure spend in $ billions) $3.0 $3.5 $4.5 $5.2 $6.5 $8.0 2014 2015 2016 2017 2018 2019 (Federal market spend on IT infrastructure in $ billions) QTS is the only Data Center REIT that can meet increasing customer needs for integrated C1/C2/C3 solutions and can capitalize on momentum in the federal market Source: 451 Research • QTS meets evolving customer demand through flexible contracts and integrated hybrid solutions that allow enterprise and federal customers to pivot as their IT and data stack needs shift throughout their lifecycle Demand for an integrated solution that includes C1, C2 and C3 is expected to increase as companies seek a comprehensive and efficient solution from one trusted service provider • Government sector clients represent an important driver of the market growth - Continued trend of IT outsourcing - Continued adoption of cloud solutions Source: Gartner

Confidential 6 . © 2015 QTS. All Rights Reserved QTS platform enhances the value of real estate QTS C3 product provides physical and logical infrastructure to enhance the value of the real estate PaaS IaaS Custom / Colocation SaaS C1 C2 C3 Customer Applications Platform Applications Compute Storage Networking Racks, Cages, Suites Cooling / Power Land / Powered shell Allows customer to benefit from QTS’ best in class, mega scale data center P hysical infrastructure overlaid with customization, managed services, and leading security and compliance QTS customers Managed services Customer owned applications and platform systems on QTS world class data center infrastructure Allows customer to benefit from QTS’ highly available cloud infrastructure

Confidential 7 . © 2015 QTS. All Rights Reserved ~$ 90 $32 Revenue Adjusted EBITDA Carpathia is a premier, global colocation, cloud, & managed services provider Carpathia has high - quality products and services to complement QTS’ strategic direction 2 nd Half 2015E annualized financials ($ in millions) • Founded in 2003 • Headquartered in Dulles, VA - 13 Data Centers in 9 markets - International presence in Toronto, Amsterdam, London, Hong Kong, and Sydney • ~230 commercial and federal customers • High quality, entrepreneurial management team with track record of success ’12A – ‘14A Revenue CAGR: 15% ’12A – ’14A adj. EBITDA CAGR: 26% Company overview Product and capabilities support QTS strategy ~$34 Pro Forma ~$2 Synergies in 2016 Broad Cloud Platform - Deepens reach in fast growing hybrid cloud industry - Over 200 private clouds - Key clients in Big Data, Mobile and Media Security and Compliance Focus - Enhances existing QTS Platform - Further expands client base - 10+ years of experience Proven Federal Expertise - ~65 customers - 50+ Authorities to Operate (ATO’s) - Federal c ompliance and appropriate clearances - Key Systems I ntegrator relationships

Confidential 8 . © 2015 QTS. All Rights Reserved High value customer base Carpathia has over 230 high value enterprise and federal customers MRR contribution by segment (a) MRR mix by product (a) Customer highlights (a) Based on 2014 MRR. (b) Churn is defined as the MRR impact from a customer completely departing the platform in a given period compared to the total MRR at the beginning of the period. Enterprise ~ 65% Federal ~ 35% • Approximately 230 high - MRR, high - margin customers that require mission - critical front or back - end infrastructure with compliance requirements and mandates • Low annual churn of 7.0% (b) • Multi - year contracts • $31,000 MRR per customer average • Top customers with average MRR >$500,000 • Key growth, up - selling and cross - selling opportunities for QTS MRR contribution by region (a) C2 ~ 25% C3 ~ 75% Midatlantic 74% International 11% Southwest 10% West 4% Northeast 1%

Confidential 9 . © 2015 QTS. All Rights Reserved Highly complementary footprint The Carpathia portfolio adds 8 domestic and 5 international facilities to QTS’ existing footprint QTS Carpathia Overlapping markets (a) See appendix for additional details on Carpathia portfolio. (b) These figures do not include Pods 2 & 3 at the IBX Vault that will provide an additional 3,600 kw and 28,316 SF of total capa cit y in Virginia QTS mega data center positioned well for federal customers and can provide complimentary C1 and C2 product offerings to Carpathia’s Federal customer base QTS Richmond The IBX Vault Portfolio highlights (a) Properties 13 Markets 9 Capacity (kW) (b) ~9,100 Square feet (b) ~66,700 Overlap in existing markets supports customer migration to QTS existing footprint Toronto Amsterdam London Hong Kong Sydney Opens international platform to QTS customer base for capital efficient expansion • Purpose - built to support full range of security and compliance standards • 29 mi. from downtown D.C. Complementary footprint in Mid - Atlantic to support Federal Government business London Amsterdam Hong Kong Sydney The Vault Campus

Confidential 10 . © 2015 QTS. All Rights Reserved C1 / C2 / C3 mix (a) C1 43% C2 49% C3 8% Midatlantic 28% Southeast 44% Southwest 4% Northeast 9% West 12% International 3% Southeast 62% West 17% Northeast 10% Midatlantic 10% Southwest 1% C1 31% C2 42% C3 27% The combined strength of QTS and Carpathia The acquisition of Carpathia enhances the already well - established and fully - integrated QTS 3C platform and further strengthens a leading enterprise and federal Data Center IaaS provider (a) Based on 2014A MRR. (b) Relates to customers that use only C3 or use both C2 and C3. Includes Carpathia’s C2 MRR which is approximately 25% of its total MRR. QTS Today Pro forma 850 # of customers >1,000 ~$15,000 average ~$200,000 largest C3 MRR per customer (a)(b) ~$27,000 average ~$500,000 largest 23% MRR from top 5 customers (a) 17% MRR by region (a) Customer opportunities Diversification 12 # of Data Centers 25 8 # of markets 14 (includes 5 international) Scale

Confidential 11 . © 2015 QTS. All Rights Reserved Additional financial benefits Attractive 2015E adjusted EBITDA purchase multiple of 9.6x (a) and immediately accretive to earnings on a leverage neutral basis; excludes incremental revenue and cross - selling benefits from combined platform Purchase price details Financial benefits Purchase price ~$290 Capitalized leases ~$36 Purchase TEV $326 Expected upfront transaction expenses of ~$7 million and i ntegration costs through 2016 of ~$15 million Per share accretion 2H 2015E 2016E OFFO $0.01 $0.10 AFFO $0.10 $0.25 2 nd Half 2015E annualized financials Revenue ~$ 90 Adjusted EBITDA ~$32 Synergies (2016E) ~$2 Pro forma adjusted EBITDA ~$ 34 ROIC Year 1 (b) 17% (a) Pro forma for $2 million in synergies expected in 2016 . (b) Represents 2 nd Half 2015E annualized NOI yield on invested capital. ($ in millions) ($ in millions)

Confidential 12 . © 2015 QTS. All Rights Reserved Key takeaways Enhances already well - established C2 & C3 platform 1 Deepens customer base with upselling opportunities 2 Diversifies geographic footprint and adds international capabilities 3 Highly complementary with QTS’ focus on security and compliance 4 Accelerates QTS’ federal business 5 Immediate and long - term financial benefit; immediately accretive on a leverage neutral basis 6 Carpathia brings immediate scale and diversification to QTS as it continues to offer best - in - class fully - integrated services platform to sophisticated enterprise and federal customers

Confidential Appendix

Confidential 14 . © 2015 QTS. All Rights Reserved Facilities overview ( i .) Figures are as of December 31st, 2014 . ( ii .) These figures do not include Pods 2 & 3 at the IBX Vault that will provide an additional 3,600 kw and 28,316 SF of total capacity i n V irginia. ( iii .) Other Domestic includes New Jersey and Silicon Valley. ( iv.) International includes Toronto, Amsterdam, London, Hong Kong, and Sydney. ( v.) Table does not include ~$600K of MRR related to Connectivity/Bandwidth/Backup products across multiple sites. Properties (i.) Capacity (sq. ft) Capacity (kW) Power Utilization (%) Lease Expiration MRR (000s) IBX Vault - Virgina (ii.) 17,883 2,520 57% Feb-2025 $1,959 Northern Virginia - Other 36,585 4,775 86% Jul-17 to Jan-19 $2,823 Phoenix 9,403 1,162 77% Oct-2026 $668 Other Domestic (iii.) 825 202 100% Dec-15 to Dec-16 $294 International (iv.) 2,000 419 100% Dec-15 to Dec-17 $712 Total (v.) 66,696 9,078 78% $6,456