0001193125-14-137197.txt : 20140409 0001193125-14-137197.hdr.sgml : 20140409 20140409170607 ACCESSION NUMBER: 0001193125-14-137197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20140404 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140409 DATE AS OF CHANGE: 20140409 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: 14754039 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415)738-6500 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 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: 14754040 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-738-6500 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 8-K 1 d710184d8k.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): 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

(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 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 partnership’s 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
Number

  

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
Number

  

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
EX-3.1 2 d710184dex31.htm EX-3.1 EX-3.1

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

Dell’Osso 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
EX-3.2 3 d710184dex32.htm EX-3.2 EX-3.2

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-

EX-3.3 4 d710184dex33.htm EX-3.3 EX-3.3

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

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