-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ROplSIydOR+75MBlvjK++PLyBWlTl1duTTBTbkFLDfLZNGWVg56VPt420S2sbyHJ h0LH4EvPxq/hdZW6mhqEfA== 0001193125-10-279354.txt : 20101213 0001193125-10-279354.hdr.sgml : 20101213 20101213161916 ACCESSION NUMBER: 0001193125-10-279354 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101213 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101213 DATE AS OF CHANGE: 20101213 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: 101248168 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: 101248169 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): December 13, 2010

 

 

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 7.01 Regulation FD Disclosure.

The information in this Current Report on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing of Digital Realty Trust, Inc. (the company) or Digital Realty Trust, L.P. (our operating partnership) under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

On or after December 13, 2010, we will distribute a Notice of Adjustment to Exchange Rate to the holders of our operating partnership’s 4.125% Exchangeable Senior Debentures due 2026. The form of notice is attached as Exhibit 99.1 to this report.

As of December 13, 2010, the conversion rates on the company’s convertible preferred stock and exchange rates on our operating partnership’s exchangeable senior debentures are as follows:

 

4.375% Series C Cumulative Convertible Preferred Stock

   0.5290 shares per $25.00 liquidation preference

5.500% Series D Cumulative Convertible Preferred Stock

   0.6030 shares per $25.00 liquidation preference

4.125% Exchangeable Senior Debentures due 2026

   31.8250 shares per $1,000 principal amount

5.50% Exchangeable Senior Debentures due 2029

   23.5360 shares per $1,000 principal amount

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  

Description

99.1    Notice of Adjustment to Exchange Rate.


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: December 13, 2010

 

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 Adjustment to Exchange Rate.
EX-99.1 2 dex991.htm NOTICE OF ADJUSTMENT TO EXCHANGE RATE Notice of Adjustment to Exchange Rate

Exhibit 99.1

DIGITAL REALTY TRUST, L.P.

DIGITAL REALTY TRUST, INC.

December 13, 2010

The Depository Trust Company

Proxy Department

55 Water Street

New York, NY 10041

 

  Re: Notice of Adjustment to Exchange Rate 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 (the “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.

In each quarter beginning with the quarter ended December 31, 2006 and through the quarter ended December 31, 2010, the Corporation has declared and paid dividends on the Corporation’s common stock in excess of the Reference Dividend set forth in Section 13.05(d) of the Indenture (the “Dividends”). On an aggregate basis, the Dividends have triggered a requirement under Section 13.05(d) of the Indenture that the Exchange Rate of the Debentures be adjusted. Pursuant to Section 13.05 of the Indenture, adjustments to the Exchange Rate are not required until the adjustment would require an increase or decrease of at least 1% of the Exchange Rate; provided that any adjustment that is not made is carried forward and taken into account in any future adjustment.

Pursuant to Section 13.05 of the Indenture, the Operating Partnership and the Corporation hereby give notice to the holders of the Debentures that, effective December 13, 2010, the Exchange Rate has been adjusted to 31.8250 shares of Common Stock per each $1,000 principal amount of the Debentures, subject to adjustment as provided in 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:

Title:

 

Joshua A. Mills

Senior Vice President, General Counsel and Assistant Secretary

 

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