0001193125-17-283752.txt : 20170913 0001193125-17-283752.hdr.sgml : 20170913 20170913160203 ACCESSION NUMBER: 0001193125-17-283752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170908 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170913 DATE AS OF CHANGE: 20170913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT FABROS TECHNOLOGY, INC. CENTRAL INDEX KEY: 0001407739 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 208718331 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33748 FILM NUMBER: 171083220 BUSINESS ADDRESS: STREET 1: 401 9TH STREET, NW, SUITE 600 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-728-0044 MAIL ADDRESS: STREET 1: 401 9TH STREET, NW, SUITE 600 CITY: WASHINGTON STATE: DC ZIP: 20004 8-K 1 d407228d8k.htm 8-K 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

September 8, 2017

Date of Report (Date of Earliest Event Reported)

 

 

DUPONT FABROS TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   001-33748   20 – 8718331

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

401 9th Street NW, Suite 600,

Washington, D.C. 20004

(Address of Principal Executive Offices) (Zip Code)

(202) 728-0044

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K 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 l4a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

On September 8, 2017, DuPont Fabros Technology, Inc. (the “Company”), DuPont Fabros Technology, L.P. (the “Operating Partnership”) and U.S. Bank National Association, as trustee (the “Trustee”), entered into that certain Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture, dated as of June 9, 2015, by and among the Operating Partnership, the Company, the other guarantors party thereto and the Trustee, relating to the Operating Partnership’s 5.625% Senior Notes due 2023, to cure an incorrect cross reference in Section 10.04(a)(4) in the First Supplemental Indenture, dated as of June 9, 2015.

The foregoing description is qualified in its entirety by the complete terms of the Second Supplemental Indenture, which is attached as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01.

 

Item 5.07. Submission of Matters to a Vote of Security Holders

The Company held a special meeting (the “Special Meeting”) of stockholders at 10:00 a.m., Eastern Time, on September 13, 2017 at Market Square North, 401 9th Street NW, 10th Floor, Washington, DC 20004 to vote on the proposals set forth in the definitive joint proxy statement / prospectus dated August 15, 2017 and first mailed to the Company’s stockholders on or about August 15, 2017.

1. Company Merger. At the Special Meeting, the Company’s stockholders voted upon and approved a proposal (the “Merger Proposal”) for the Company to merge with and into Penguins REIT Sub, LLC (“REIT Merger Sub”), a wholly owned subsidiary of Digital Realty Trust, Inc. (“DLR”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 8, 2017, by and among the Company, the Operating Partnership, DLR, REIT Merger Sub, Digital Realty Trust, L.P., Penguins OP Sub 2, LLC and Penguins OP Sub, LLC. The votes on this proposal were as follows:

 

Votes For

  

Votes Against

  

Abstentions

   

Broker Non-Votes

64,950,892

   116,224   628,722    0

2. Advisory Vote on Executive Compensation. At the Special Meeting, the Company’s stockholders voted upon a non-binding advisory proposal of compensation that may be paid or become payable to certain executive officers of the Company in connection with the Merger Agreement and the transactions contemplated thereby. The votes on this proposal were as follows:

 

Votes For

  

Votes Against

  

Abstentions

   

Broker Non-Votes

21,706,830

   43,189,147   799,861    0

3. Adjournment of Special Meeting. Stockholder action on a third proposal, to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal, was not required and no vote was taken on that proposal.

 

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

 

Exhibit
Number

   

Description

4.1    Second Supplemental Indenture, dated as of September 8, 2017, by and among DuPont Fabros Technology, L.P., DuPont Fabros Technology, Inc. and U.S. Bank National Association

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      DUPONT FABROS TECHNOLOGY, INC.
September 13, 2017      

/s/ Richard A. Montfort, Jr.

      Richard A. Montfort, Jr.
      General Counsel and Secretary
 EX-4.1 2 d407228dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

 

 

 

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF SEPTEMBER 8, 2017

TO INDENTURE DATED JUNE 9, 2015, AMONG

DUPONT FABROS TECHNOLOGY, L.P., AS ISSUER,

DUPONT FABROS TECHNOLOGY, INC., AS GUARANTOR

AND

U.S. BANK NATIONAL ASSOCIATION,

AS TRUSTEE

 

 

5.625% SENIOR NOTES DUE 2023

 

 

 

THIS SECOND SUPPLEMENTAL INDENTURE, entered into as of September 8, 2017 (the “Second Supplemental Indenture”) among DuPont Fabros Technology, L.P., a Maryland limited partnership (the “Operating Partnership”), DuPont Fabro Technology, Inc. (the “Company”), a Maryland corporation, and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Operating Partnership, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of June 9, 2015 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of June 9, 2015 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), relating to the Operating Partnership’s 5.625% Senior Notes due 2023 (the “Notes”); and

WHEREAS, pursuant to Section 9.02(1) of the First Supplemental Indenture, the Operating Partnership, the Company and the Trustee may amend or supplement the Indenture without notice to or the consent of any Noteholder (as defined in the First Supplemental Indenture) to cure an ambiguity, defect, omission or inconsistency in the Indenture.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally, the parties to this Second Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Section 10.04(a)(4) of the First Supplemental Indenture is hereby amended and restated in its entirety as follows:

“(4) defeasance or discharge of the Notes, as provided in Section 8.02, Section 8.03 or Section 8.04.”

Section 3. This Second Supplemental Indenture shall be governed in accordance with the laws of the State of New York.

Section 4. This Second Supplemental Indenture may be signed in various counterparts, which together will constitute one and the same instrument.

Section 5. This Second Supplemental Indenture is an amendment supplemental to the Indenture and this Second Supplemental Indenture will henceforth be read together.

Section 6. The recitals in this Second Supplemental Indenture shall be taken as statements of the Operating Partnership, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture, except that the Trustee represents that it is duly authorized to execute and deliver this Second Supplemental Indenture and perform its obligations hereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

 

DUPONT FABROS TECHNOLOGY, L.P., a Maryland limited partnership, as Issuer
By:   DuPont Fabros Technology, Inc., its general partner
By:  

/s/ Richard A. Montfort Jr.

Name:   Richard A. Montfort, Jr.
Title:   Executive Vice President, General Counsel and Secretary
DUPONT FABROS TECHNOLOGY, INC., a Maryland corporation, as Guarantor
By:  

/s/ Richard A. Montfort, Jr.

Name:   Richard A. Montfort, Jr.
Title:   Executive Vice President, General Counsel and Secretary
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Richard Prokosch

Name:   Richard Prokosch
Title:   Vice President