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): April 4, 2014
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
(Exact name of registrant as specified in its charter)
Maryland | 001-32336 | 26-0081711 | ||
Maryland | 000-54023 | 20-2402955 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Four Embarcadero Center, Suite 3200 San Francisco, California |
94111 | |||
(Address of principal executive offices) | (Zip Code) |
(415) 738-6500
(Registrants 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 1.01 Entry into a Material Definitive Agreement.
Digital Realty Trust, Inc.
On April 7, 2014, Digital Realty Trust, Inc., which we refer to as we, us, or our, as the sole general partner of Digital Realty Trust, L.P., which we refer to as the operating partnership, executed the First Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership, or the First Amendment, of the operating partnership in connection with our completion of an underwritten public offering of 2,000,000 shares, or the Additional Shares, of our 7.375% Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share, or the Series H Preferred Stock, on April 7, 2014, or the Additional Series H Preferred Stock Offering. Previously, on March 26, 2014, we had completed an underwritten public offering of 12,000,000 shares of our Series H Preferred Stock, or the Initial Series H Preferred Stock Offering.
The First Amendment designates and authorizes the issuance to us by the operating partnership of an additional 2,000,000 units, or the Additional Units, of the operating partnerships 7.375% Series H Cumulative Redeemable Preferred Units, or the Series H Preferred Units, for a total of up to 15,800,000 Series H Preferred Units. The Additional Units have substantially similar rights, preferences and other privileges as the Additional Shares.
A copy of the First Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 3.1.
Item 3.02 Unregistered Sales of Equity Securities.
Digital Realty Trust, L.P.
In connection with the closing of the Additional Series H Preferred Stock Offering on April 7, 2014, and the partial exercise by the underwriters in the Initial Series H Preferred Stock Offering of their over-allotment option, or the Option Exercise, the operating partnership issued to us 2,600,000 Series H Preferred Units in exchange for our contribution to the operating partnership of the net proceeds from the Additional Series H Preferred Stock Offering and the Option Exercise. The Series H Preferred Units have substantially similar rights, preferences and other privileges as the Series H Preferred Stock. The operating partnership issued the additional 2,600,000 Series H Preferred Units to us in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, based on our status as a publicly traded NYSE-listed company with over $9 billion in total consolidated assets and as its majority owner and general partner.
Item 3.03 Material Modifications to Rights of Security Holders.
Digital Realty Trust, Inc.
On March 25, 2014, we filed with the State Department of Assessments and Taxation of Maryland, or the SDAT, articles supplementary, which we refer to as the Original Articles Supplementary, to our charter, classifying and designating 13,800,000 of our authorized capital stock as shares of Series H Preferred Stock. A summary description of the powers, preferences and privileges of the Series H Preferred Stock was included under Item 3.03 to the Current Report on Form 8-K filed on March 26, 2014 and is incorporated herein by reference.
2
On April 4, 2014, we filed with the SDAT a certificate of correction, or the Certificate of Correction, to the Original Articles Supplementary to permit the Exchange Cap (as defined in the Original Articles Supplementary) to be increased on a pro rata basis with respect to any additional shares of Series H Preferred Stock designated and authorized for issuance pursuant to any subsequent articles supplementary.
On April 4, 2014, we also filed with the SDAT, articles supplementary, which we refer to as the Additional Articles Supplementary, classifying and designating an additional 2,000,000 shares of our authorized capital stock as shares of Series H Preferred Stock.
The foregoing description of the Certificate of Correction and Additional Articles Supplementary is a summary and, as such, does not purport to be complete and is qualified in its entirety by reference to the Certificate of Correction and Additional Articles Supplementary filed with the SDAT on April 4, 2014, which Certificate of Correction and Additional Articles Supplementary are filed as Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Digital Realty Trust, L.P.
On April 7, 2014, we, as the sole general partner of the operating partnership, executed the First Amendment creating the Additional Units that mirror the rights and preferences of the Additional Shares described above. At the closing, we contributed the net proceeds of the Additional Series H Preferred Stock Offering and the Option Exercise to the operating partnership in exchange for 2,600,000 Series H Preferred Units. If shares of Series H Preferred Stock are converted into shares of our common stock, the operating partnership will convert an equal number of Series H Preferred Units into units of common partnership interest in the operating partnership, and if shares of Series H Preferred Stock are converted into consideration other than shares of our common stock, the operating partnership will retire an equal number of Series H Preferred Units. The terms of conversion of the Series H Preferred Stock are described under Item 3.03 to our Current Report on Form 8-K filed on March 26, 2014, and are incorporated herein by reference. A complete description of the Series H Preferred Units is contained in the Thirteenth Amended and Restated Agreement of Limited Partnership of the operating partnership filed as Exhibit 3.1 to the Current Report on Form 8-K filed on March 26, 2014 and incorporated herein by reference, as amended by the First Amendment.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Digital Realty Trust, Inc.
On April 4, 2014, we filed the Certificate of Correction with the SDAT to permit the Exchange Cap (as defined in the Original Articles Supplementary) to be increased on a pro rata basis with respect to any additional shares of Series H Preferred Stock designated and authorized for issuance pursuant to any subsequent articles supplementary. The Certificate of Correction was effective upon filing.
On April 4, 2014, we filed the Additional Articles Supplementary with the SDAT designating the powers, preferences and privileges of the Additional Shares. The Additional Articles Supplementary were effective upon filing.
The foregoing description of the Certificate of Correction and Additional Articles Supplementary is a summary and, as such, does not purport to be complete and is qualified in its entirety by reference to the Certificate of Correction and Additional Articles Supplementary filed with the SDAT on April 4, 2014, which Certificate of Correction and Additional Articles Supplementary are filed as Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Digital Realty Trust, L.P.
Effective April 7, 2014, we, as the sole general partner of the operating partnership, executed the First Amendment, designating and authorizing an additional 2,000,000 Series H Preferred Units, for a total of up to 15,800,000 Series H Preferred Units. The information about the First Amendment under Items 1.01 and 3.03 of this Current Report on Form 8-K is incorporated herein by reference. A copy of the First Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
Description | |
3.1 | First Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P. | |
3.2 | Certificate of Correction | |
3.3 | Articles Supplementary |
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: April 9, 2014
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 |
EXHIBIT INDEX
Exhibit |
Description | |
3.1 | First Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P. | |
3.2 | Certificate of Correction | |
3.3 | Articles Supplementary |
Exhibit 3.1
FIRST AMENDMENT
TO
THIRTEENTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
DIGITAL REALTY TRUST, L.P.
THIS FIRST AMENDMENT TO THIRTEENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Digital Realty Trust, L.P., dated as of April 7, 2014 (this First Amendment), is entered into by and among Digital Realty Trust, Inc., a Maryland corporation (the Company), as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided in the Partnership Agreement (as defined below).
WHEREAS, the General Partner and the Limited Partners have entered into that certain Thirteenth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P., dated as of March 26, 2014 (the Partnership Agreement);
WHEREAS, pursuant to Sections 7.3.C(2) and 7.3.C(3) thereof, the Partnership Agreement may be amended by the General Partner to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3, 4.4, 4.5, 5.4 and 6.2.B thereof and to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4 thereof; and
WHEREAS, the General Partner and the Partnership believe it is desirable and in the best interest of the Partnership to amend the Partnership Agreement as set forth herein.
NOW, THEREFORE, pursuant to Sections 2.4, 7.3.C(2) and 7.3.C(3) of the Partnership Agreement, the General Partner, on its own behalf and as attorney-in-fact for the Limited Partners, hereby amends the Partnership Agreement as follows::
SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Partnership Agreement.
SECTION 2. Amendment of the Partnership Agreement. The Partnership Agreement is hereby amended as follows:
(a) The defined term Series H Articles Supplementary contained in Section 1.1 of the Partnership Agreement is hereby amended and restated in its entirety as follows:
Series H Articles Supplementary means (i) the Articles Supplementary of the General Partner in connection with its REIT Series H Preferred Shares, as filed with the Maryland State Department of Assessments and Taxation on March 25, 2014, as corrected by the Certificate of Correction filed with, and accepted for record by, the Maryland State Department
of Assessments and Taxation on April 4, 2014 and (ii) the Articles Supplementary of the General Partner in connection with its REIT Series H Preferred Shares, as filed with the Maryland State Department of Assessments and Taxation on April 4, 2014.
(b) The last sentence in Section 24.1 of the Partnership Agreement is hereby amended and restated in its entirety as follows:
The number of Series H Preferred Units shall be 15,800,000.
(c) Exhibit A of the Partnership Agreement is hereby amended and restated in its entirety by the Exhibit A attached hereto.
SECTION 3. Miscellaneous.
(a) Effect of Amendment. Except as specifically modified hereby, all terms and provisions of the Partnership Agreement shall continue to remain in full force and effect. Each reference in the Partnership Agreement to this Agreement, hereunder, hereof, herein or words of like import shall mean and be a reference to the Partnership Agreement as amended hereby, and this First Amendment and the Partnership Agreement shall be read together and construed as a single instrument.
(b) Counterparts. This First Amendment may be executed in two or more counterparts, each of which when and as executed shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument.
(c) Binding Effect. This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.
(d) Headings. The headings in this First Amendment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(e) Applicable Law. This First Amendment shall be construed in accordance with and governed by the laws of the State of Maryland, without regard to the principles of conflicts of law.
(f) Invalidity of Provisions. If any provision of this First Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Thirteenth Amended and Restated Agreement of Limited Partnership as of the date first written above.
DIGITAL REALTY TRUST, L.P.
By: Digital Realty Trust, Inc., a Maryland corporation Its General Partner
By: /s/ A. William Stein A. William Stein Interim Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Secretary |
Signature Page to Amendment to Thirteenth Amended and Restated Agreement of
Limited Partnership of Digital Realty Trust, L.P.
S-1
EXHIBIT A
(Dated April 7, 2014)
PARTNERS, CONTRIBUTIONS AND PARTNERSHIP INTERESTS
Common or Profits Interest Units:
Name and Address of Partner |
Cash Contributions |
Agreed Value of Contributed Property*# |
Total Contributions** |
Common or Profits Interest Units |
Percentage Interest - Including Class C |
Percentage Interest - Including Classes C & D |
Percentage Interest - Including Class C & Class D at 10% |
|||||||||||||||||||||
General Partner |
||||||||||||||||||||||||||||
Digital Realty Trust, Inc. |
$ | 3,583,268,750 | $ | 217,890,000 | $ | 3,801,158,750 | 128,606,462 | 97.6273 | % | 97.1779 | % | 97.5822 | % | |||||||||||||||
Limited Partners |
||||||||||||||||||||||||||||
Cambay Tele.com, LLC |
$ | 11,838,336 | $ | 11,838,336 | 986,528 | 0.7489 | % | 0.7454 | % | 0.7485 | % | |||||||||||||||||
DellOsso Family Revocable Trust |
$ | 660,000 | $ | 660,000 | 55,000 | 0.0418 | % | 0.0416 | % | 0.0417 | % | |||||||||||||||||
William C. Scott |
$ | 452,796 | $ | 452,796 | 37,733 | 0.0286 | % | 0.0285 | % | 0.0286 | % | |||||||||||||||||
Nancy A. Scott |
$ | 349,860 | $ | 349,860 | 29,155 | 0.0221 | % | 0.0220 | % | 0.0221 | % | |||||||||||||||||
Wilson Family Revocable Trust |
$ | 3,384,300 | $ | 3,384,300 | 282,025 | 0.2141 | % | 0.2131 | % | 0.2140 | % | |||||||||||||||||
Cedar Kilo Investments, LLC |
33,791 | 0.0257 | % | 0.0255 | % | 0.0256 | % | |||||||||||||||||||||
Magnolia Kilo Investments, LLC |
33,791 | 0.0257 | % | 0.0255 | % | 0.0256 | % | |||||||||||||||||||||
Redwood Kilo Investments, LLC |
33,791 | 0.0257 | % | 0.0255 | % | 0.0256 | % | |||||||||||||||||||||
Total Limited Partners |
1,491,814 | |||||||||||||||||||||||||||
Profits Interest Unit Holders |
||||||||||||||||||||||||||||
Richard A. Magnuson |
160,124 | 0.1216 | % | 0.1210 | % | 0.1215 | % | |||||||||||||||||||||
Mary White as Trustee of the Magnuson 2008 Digital Irrevocable Trust |
100,000 | 0.0759 | % | 0.0756 | % | 0.0759 | % | |||||||||||||||||||||
Michael F. Foust |
256,356 | 0.1946 | % | 0.1937 | % | 0.1945 | % | |||||||||||||||||||||
A. William Stein |
142,234 | 0.1080 | % | 0.1075 | % | 0.1079 | % | |||||||||||||||||||||
Scott E. Peterson |
94,913 | 0.0721 | % | 0.0717 | % | 0.0720 | % | |||||||||||||||||||||
Wayne Allen |
4,081 | 0.0031 | % | 0.0031 | % | 0.0031 | % | |||||||||||||||||||||
Dave Caron |
107,196 | 0.0814 | % | 0.0810 | % | 0.0813 | % | |||||||||||||||||||||
Chris Kenney |
49,074 | 0.0373 | % | 0.0371 | % | 0.0372 | % | |||||||||||||||||||||
Jon Paulsen |
40,403 | 0.0307 | % | 0.0305 | % | 0.0307 | % | |||||||||||||||||||||
Joshua Mills |
42,603 | 0.0323 | % | 0.0322 | % | 0.0323 | % | |||||||||||||||||||||
Edward Sham |
40,813 | 0.0310 | % | 0.0308 | % | 0.0310 | % | |||||||||||||||||||||
Ellen Jacobs |
50,267 | 0.0382 | % | 0.0380 | % | 0.0381 | % | |||||||||||||||||||||
Wendy Will |
12,913 | 0.0098 | % | 0.0098 | % | 0.0098 | % | |||||||||||||||||||||
Laurence A. Chapman |
2,803 | 0.0021 | % | 0.0021 | % | 0.0021 | % | |||||||||||||||||||||
Ruann F. Ernst, Ph.D. |
8,192 | 0.0062 | % | 0.0062 | % | 0.0062 | % |
Kathleen Earley (Reed) | 2,803 | 0.0021 | % | 0.0021 | % | 0.0021 | % | |||||||||
Dennis E. Singleton |
14,640 | 0.0111 | % | 0.0111 | % | 0.0111 | % | |||||||||
Robert H. Zerbst |
5,963 | 0.0045 | % | 0.0045 | % | 0.0045 | % | |||||||||
Glenn Benoist |
17,953 | 0.0136 | % | 0.0136 | % | 0.0136 | % | |||||||||
Joseph Goldsmith |
6,889 | 0.0052 | % | 0.0052 | % | 0.0052 | % | |||||||||
Jennifer Xiao |
11,693 | 0.0089 | % | 0.0088 | % | 0.0089 | % | |||||||||
James Smith |
3,268 | 0.0025 | % | 0.0025 | % | 0.0025 | % | |||||||||
Adil Attlassy |
2,488 | 0.0019 | % | 0.0019 | % | 0.0019 | % | |||||||||
Keith Dines |
1,279 | 0.0010 | % | 0.0010 | % | 0.0010 | % | |||||||||
Carrie Pedraza |
7,071 | 0.0054 | % | 0.0053 | % | 0.0054 | % | |||||||||
Mark Walker |
8,468 | 0.0064 | % | 0.0064 | % | 0.0064 | % | |||||||||
David Schirmacher |
12,495 | 0.0095 | % | 0.0094 | % | 0.0095 | % | |||||||||
Kevin Kennedy |
1,677 | 0.0013 | % | 0.0013 | % | 0.0013 | % | |||||||||
William LaPerch |
1,677 | 0.0013 | % | 0.0013 | % | 0.0013 | % | |||||||||
Steve Kundich |
4,287 | 0.0033 | % | 0.0032 | % | 0.0033 | % | |||||||||
Matthew Miszewski |
18,351 | 0.0139 | % | 0.0139 | % | 0.0139 | % | |||||||||
John Stewart |
3,454 | 0.0026 | % | 0.0026 | % | 0.0026 | % | |||||||||
Total Profits Interest Units |
1,236,428 |
* | Net of Debt (if any) |
# | Agreed Value as of contribution date. Units received in exchange for such contribution may have been distributed to the owners of the contributing Limited Partners from time to time. |
** | Total contributions shown for applicable Limited Partners are as of applicable contribution date. Units received in exchange for such contributions may have been distributed to the owners of the contributing Limited Partners from time to time. |
Class C Unit Holders
Class C Units |
Percentage Interest (All Classes) |
|||||||
10/27/2005-12/28/2005 | ||||||||
Richard A. Magnuson |
216,451 | 0.1636 | % | |||||
5/2/2007 |
||||||||
Richard A. Magnuson |
100,848 | 0.0762 | % | |||||
Dave Caron |
20,169 | 0.0152 | % | |||||
Chris Kenney |
20,169 | 0.0152 | % | |||||
Edward Sham |
8,447 | 0.0064 | % | |||||
Ellen Jacobs |
11,116 | 0.0084 | % | |||||
Glenn Benoist |
20,169 | 0.0152 | % | |||||
Total Class C Units |
397,369 |
Class D Unit Holders
Class D Units |
Percentage Interest (All Classes) |
|||||||
Michael Foust |
169,197 | 0.1278 | % | |||||
A. William Stein |
90,239 | 0.0682 | % | |||||
David Caron |
62,039 | 0.0469 | % | |||||
Scott Peterson |
56,399 | 0.0426 | % |
Matthew Miszewski | 39,479 | 0.0298 | % | |||||
Joshua Mills |
33,839 | 0.0256 | % | |||||
Ellen Jacobs |
23,970 | 0.0181 | % | |||||
Edward Sham |
23,970 | 0.0181 | % | |||||
David Schirmacher |
21,150 | 0.0160 | % | |||||
Christopher Kenney |
12,690 | 0.0096 | % | |||||
Winnifred Will |
12,690 | 0.0096 | % | |||||
Jennifer Xiao |
12,690 | 0.0096 | % | |||||
John Stewart |
12,690 | 0.0096 | % | |||||
Glenn Benoist |
8,460 | 0.0064 | % | |||||
Mark Walker |
7,910 | 0.0060 | % | |||||
Stephen Kundich |
6,345 | 0.0048 | % | |||||
Jon Paulsen |
5,499 | 0.0042 | % | |||||
Joseph Goldsmith |
5,287 | 0.0040 | % | |||||
Carrie Pedraza |
4,653 | 0.0035 | % | |||||
Total Class D Units |
609,196 |
Series E Preferred Units:
Name and Address of Partner |
Gross Asset Value |
Cash Contributions |
Total Contributions |
Preferred | Percentage Interest |
|||||||||||||
Digital Realty Trust, Inc. |
$ | 277,171,885.55 | $ | 277,171,885.55 | 11,500,000 | 100.0000 | % | |||||||||||
Series F Preferred Units: | ||||||||||||||||||
Name and Address of Partner |
Gross Asset Value |
Cash Contributions |
Total Contributions |
Preferred | Percentage Interest |
|||||||||||||
Digital Realty Trust, Inc. |
$ | 176,191,301.29 | $ | 176,191,301.29 | 7,300,000 | 100.0000 | % | |||||||||||
Series G Preferred Units: | ||||||||||||||||||
Name and Address of Partner |
Gross Asset Value |
Cash Contributions |
Total Contributions |
Preferred | Percentage Interest |
|||||||||||||
Digital Realty Trust, Inc. |
$ | 241,467,912.52 | $ | 241,467,912.52 | 10,000,000 | 100.0000 | % | |||||||||||
Series H Preferred Units: | ||||||||||||||||||
Name and Address of Partner |
Gross Asset Value |
Cash Contributions |
Total Contributions |
Preferred | Percentage Interest |
|||||||||||||
Digital Realty Trust, Inc. |
$ | 354,077,500.00 | $ | 354,077,500.00 | 14,600,000 | 100.0000 | % |
Exhibit 3.2
DIGITAL REALTY TRUST, INC.
CERTIFICATE OF CORRECTION
THIS IS TO CERTIFY THAT:
FIRST: The title of the document being corrected is Articles Supplementary (the Articles).
SECOND: The sole party to the Articles is Digital Realty Trust, Inc., a Maryland corporation (the Company).
THIRD: The Articles were filed with the State Department of Assessments and Taxation of Maryland (the Department) on March 25, 2014.
FOURTH: The last sentence of the third paragraph of Section 8(a) of the Articles as previously filed with the Department is set forth below:
The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.
FIFTH: The last sentence of the third paragraph of Section 8(a) of the Articles as corrected hereby is set forth below:
The Exchange Cap (i) shall be increased on a pro rata basis with respect to any additional shares of Series H Preferred Stock designated and authorized for issuance pursuant to any subsequent articles supplementary and (ii) is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.
SIXTH: The undersigned acknowledges this Certificate of Correction to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to be signed in its name and on its behalf by its Interim Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Secretary and attested to by its Senior Vice President, General Counsel and Assistant Secretary on April 4, 2014.
ATTEST | DIGITAL REALTY TRUST, INC. | |||||||
/s/ Joshua A. Mills |
By: | /s/ A. William Stein | ||||||
Name: Joshua A. Mills | Name: A. William Stein | |||||||
Title: Senior Vice President, General Counsel and Assistant Secretary |
Title: Interim Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Secretary |
-2-
Exhibit 3.3
DIGITAL REALTY TRUST, INC.
ARTICLES SUPPLEMENTARY
Digital Realty Trust, Inc., a Maryland corporation (the Company), hereby certifies to the State Department of Assessments and Taxation of Maryland (the Department) that:
FIRST: Under a power contained in Article IV of the charter of the Company (the Charter), the Board of Directors of the Company (the Board of Directors), by duly adopted resolutions, classified and designated an additional 2,000,000 authorized but unissued shares of preferred stock, par value $0.01 per share, of the Company (the Shares) as shares of 7.375% Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (the Series H Preferred Stock). The total number of shares of Series H Preferred Stock which the Company has authority to issue after giving effect to these Articles Supplementary is 15,800,000. There has been no increase in the authorized shares of stock of the Company effected by these Articles Supplementary.
SECOND: A description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of redemption, and other terms and conditions of the Series H Preferred Stock is contained in the Articles Supplementary filed with, and accepted for record by, the Department on March 25, 2014, as corrected by the Certificate of Correction filed with, and accepted for record by, the Department on the date hereof.
THIRD: The Shares have been classified and designated by the Board of Directors under the authority contained in the Charter.
FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
FIFTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be signed in its name and on its behalf by its Interim Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Secretary and attested to by its Senior Vice President, General Counsel and Assistant Secretary on April 4, 2014.
ATTEST | DIGITAL REALTY TRUST, INC. | |||||
/s/ Joshua A. Mills |
By: | /s/ A. William Stein | ||||
Name: Joshua A. Mills | Name: A. William Stein | |||||
Title: Senior Vice President, General Counsel and Assistant Secretary |
Title: Interim Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Secretary |
[Signature Page to Articles Supplementary]