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 14, 2017

Date of Report (Date of Earliest Event Reported)

DUPONT FABROS TECHNOLOGY, INC.

(Penguins REIT Sub, LLC, as successor by merger to DuPont Fabros Technology, Inc.)

DUPONT FABROS TECHNOLOGY, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Maryland (DuPont Fabros Technology, Inc.)	001-33748	20 – 8718331
Maryland (DuPont Fabros Technology, L.P.)	333-165465-17	26 – 0559473
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

c/o 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)

401 9th Street NW, Suite 600,

Washington, D.C. 20004

(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).

DuPont Fabros Technology, Inc.:	Emerging growth company	☐
DuPont Fabros Technology, L.P.:	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.

DuPont Fabros Technology, Inc.:  ☐

DuPont Fabros Technology, L.P.:  ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the consummation on September 14, 2017 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 8, 2017, by and among DuPont Fabros Technology, Inc. (“DFT”), DuPont Fabros Technology, L.P. (“DFT LP”), Digital Realty Trust, Inc. (“DLR”), Digital Realty Trust, L.P., a subsidiary of DLR (“DLR LP”), Penguins REIT Sub, LLC, a wholly owned subsidiary of DLR (“REIT Merger Sub”), Penguins OP Sub 2, LLC, a wholly owned subsidiary of DLR LP (“Merger Sub GP”), and Penguins OP Sub, LLC, a subsidiary wholly owned, directly or indirectly, by DLR LP (“Partnership Merger Sub”). Pursuant to the Merger Agreement, (i) at 9:28 a.m., Eastern time on September 14, 2017 (the “Partnership Merger Effective Time”), Partnership Merger Sub merged with and into DFT LP, with DFT LP surviving as an indirect wholly owned subsidiary of DLR LP (the “Partnership Merger”), and (ii) at 9:29 a.m., Eastern time on September 14, 2017, (the “REIT Merger Effective Time”), DFT merged with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly owned subsidiary of DLR (the “REIT Merger” and, together with the Partnership Merger, the “Mergers”). The following events took place in connection with the consummation of the Mergers:

Item 1.01. Entry into a Material Definitive Agreement

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Mergers, on September 14, 2017, DLR, DFT LP, and the subsidiary guarantors thereto, executed (i) the First Supplemental Indenture (the “First Supplemental Indenture”) to the Indenture, dated as of September 24, 2013 (as amended and supplemented by the First Supplemental Indenture, the “2021 Notes Indenture”), relating to DFT LP’s 5.875% Senior Notes due 2021 (the “2021 Notes”) and (ii) the Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture, dated as of June 9, 2015 (as amended and supplemented by the First Supplemental Indenture, dated as of June 9, 2015, the Second Supplemental Indenture dated as of September 8, 2017, and the Third Supplemental Indenture, the “2023 Notes Indenture”), relating to DFT LP’s 5.625% Senior Notes due 2023 (the “2023 Notes”). The First Supplemental Indenture eliminates substantially all of the existing restrictive covenants, certain events of default and related provisions contained in the 2021 Notes Indenture and reduces the notice periods required for redemption of the 2021 Notes. In addition, pursuant to the First Supplemental Indenture, DLR agreed to unconditionally guarantee DFT LP’s obligations with respect to the 2021 Notes and to be legally bound by the terms of the 2021 Notes Indenture. Pursuant to the Third Supplemental Indenture, DLR agreed to unconditionally guarantee DFT LP’s obligations with respect to the 2023 Notes and to be legally bound by the terms of the 2023 Notes Indenture, and certain subsidiaries of DFT LP reaffirmed their guarantees under the 2023 Notes Indenture.

Item 1.02. Termination of a Material Definitive Agreement

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Mergers, DFT LP repaid all amounts outstanding under its $750.0 million unsecured revolving credit facility (the “Credit Facility”) and $250.0 million senior unsecured term loan facility (the “Term Loan Facility”) with KeyBank National Association, as administrative agent, and the other lending institutions that are parties thereto. Effective upon such repayment, the credit agreement for the Credit Facility and Term Loan Facility and all related loan documents were terminated other than contingent indemnification obligations which survive any termination in accordance with the terms of such loan documents.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On September 14, 2017, pursuant to the Merger Agreement, (i) DFT merged with and into REIT Merger Sub and the separate corporate existence of DFT ceased and REIT Merger Sub continued on as the surviving entity of the REIT Merger and (ii) Partnership Merger Sub merged with and into DFT LP and DFT LP continued as the surviving partnership of the Partnership Merger.

Pursuant to the terms and conditions in the Merger Agreement, at the REIT Merger Effective Time, (i) each share of common stock, $0.001 par value per share, of DFT (the “DFT Common Stock”) issued and outstanding immediately prior to the REIT Merger Effective Time was converted into the right to receive 0.545 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock of DLR, $0.01 par value per share (the “DLR Common Stock”), and a cash payment in lieu of any fractional share of DLR Common Stock that otherwise would be issued equal to that fraction of a share of DLR Common Stock multiplied by $121.91 (the “Common Consideration”); and (ii) each share of 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, of DFT (the “DFT Series C Preferred Stock”) was converted into the right to receive one validly issued, fully paid and nonassessable share of a newly designated class of preferred stock of DLR, the 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share of DLR, having substantially similar rights, privileges, preferences and interests as the DFT Series C Preferred Stock (the “DLR Series C Preferred Stock” and such consideration, the “Preferred Consideration” and, together with the Common Consideration, the “Merger Consideration”).

At the Partnership Merger Effective Time, each unit of partnership interests in DFT LP issued and outstanding immediately prior to the Partnership Merger Effective Time held by a limited partner of DFT LP was converted into the right to receive (i) 0.545 common units in DLR LP and a cash payment in lieu of any fractional common units in DLR LP that otherwise would be issued equal to that fraction of a common unit in DLR LP multiplied by $121.91, or (ii) in the alternative upon a limited partner’s election, the Common Consideration. The membership interests of Partnership Merger Sub issued and outstanding immediately prior to the effective time of the Partnership Merger were cancelled and retired and ceased to exist, and no payment was made with respect thereto.

In addition, at the REIT Merger Effective Time, (i) each outstanding share of restricted DFT Common Stock (each, a “Restricted DFT Share”) granted under DFT’s 2007 Equity Compensation Plan or DFT’s 2011 Equity Incentive Plan, in each case, as amended from time to time (together, the “DFT Equity Plans”), vested and all restrictions thereon lapsed, and each such Restricted DFT Share was cancelled in exchange for the right to receive the Common Consideration, and (ii) each outstanding award of performance stock units granted under the DFT Equity Plans (the “DFT PSUs”) vested between the target and maximum performance levels with respect to the DFT PSUs granted in 2015 and at the maximum performance level with respect to the DFT PSUs granted in 2016 and 2017, in each case based on actual performance through the REIT Merger Effective Time in accordance with the applicable DFT PSU award agreement, and each such vested DFT PSU was cancelled and converted into the right to receive the Common Consideration.

DFT, DFT LP and certain limited partners of DFT LP were party to a tax protection agreement (the “DFT Tax Protection Agreement”) which provided, among other things, that DFT LP and DFT would make certain debt allocations to such limited partners for purposes of protecting such limited partners’ tax bases in DFT LP. Pursuant to the Merger Agreement, DLR and DLR LP have entered into a new tax protection agreement with similar terms with such limited partners who agreed to enter into such agreement in order to replace the DFT Tax Protection Agreement. The DFT Tax Protection Agreement remains in effect for any such limited partners who did not agree to enter into the new tax protection agreement.

The foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement is only a summary and is subject to, and qualified in its entirety by, reference to the full text of the Merger Agreement, a copy of which is included herewith as Exhibit 2.1 and the terms of which are incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Mergers, DFT notified the New York Stock Exchange (“NYSE”) on September 14, 2017 that (i) each share of DFT Common Stock issued and outstanding immediately prior to the REIT Merger Effective Time was cancelled and converted into the right to receive the Common Consideration and (ii) each share of DFT Series C Preferred Stock issued and outstanding immediately prior to the REIT Merger Effective Time was cancelled and converted into the right to receive the Preferred Consideration, and the NYSE [has filed] a notification of removal from listing on Form 25 with the SEC with respect to the DFT Common Stock and the DFT Series C Preferred Stock in order to effect the delisting of the DFT Common Stock and the DFT Series C Preferred Stock from the NYSE. Such delisting will result in the termination of the registration of the DFT Common Stock and the DFT Series C Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DFT intends to file a certificate on Form 15 requesting the deregistration of the DFT Common Stock and the DFT Series C Preferred Stock under Section 12(g) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders

The information provided in the Introductory Note and Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03, and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

At the Partnership Merger Effective Time, as contemplated under the Merger Agreement, Partnership Merger Sub merged with and into DFT LP, with DFT LP surviving as an indirect wholly owned subsidiary of DLR LP. The aggregate consideration paid in connection with the Partnership Merger consisted of approximately 170,720 newly issued shares of DLR Common Stock and 6,111,770 newly issued common units in DLR LP.

At the REIT Merger Effective Time, as contemplated under the Merger Agreement, DFT merged with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly owned subsidiary of DLR. The aggregate consideration paid in connection with the REIT Merger consisted of approximately 43,004,909 shares of DLR Common Stock and 8,050,000 shares of DLR Series C Preferred Stock.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Mergers and as of the REIT Merger Effective Time, all of the members of the board of directors of DFT resigned from their positions. These resignations were in connection with the Merger and were not due to disagreement or dispute with DLR on any matter.

Also in connection with the consummation of the Mergers and as of the REIT Merger Effective Time, each of the individuals listed below ceased to serve as an executive officer of DFT:

Christopher P. Eldredge	President and Chief Executive Officer
Jeffrey H. Foster	Executive Vice President and Chief Financial Officer
Scott A. Davis	Executive Vice President and Chief Technology Officer
Richard A. Montfort, Jr.	Executive Vice President, General Counsel and Secretary
Maria Kenny	Executive Vice President and Chief Development Officer
James W. Armstrong	Chief Accounting Officer

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the REIT Merger, as of the REIT Merger Effective Time, DFT ceased to exist and REIT Merger Sub continued as the surviving entity.

On September 14, 2017, following consummation of the Partnership Merger, the Amended and Restated Agreement of Limited Partnership of DFT LP was amended and restated in its entirety (the “Amended Partnership Agreement”). The Amended Partnership Agreement, among other items, includes governance provisions consistent with DFT LP’s status as a wholly owned subsidiary of DLR LP following the Partnership Merger Effective Time. In addition, on September 14, 2017, the Certificate of Limited Partnership of DFT LP was amended to reflect that the sole general partner of DFT LP following the Partnership Merger is Merger Sub GP.

The foregoing descriptions of the Amended Partnership Agreement and the amendment to the Certificate of Limited Partnership are not complete and are subject to and qualified in their entirety by reference to the text of the Second Amended and Restated Agreement of Limited Partnership of DFT LP and the text of the Certificate of Amendment to the Certificate of Limited Partnership of DFT LP, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events

On September 14, 2017, DLR and DFT issued a joint press release announcing the completion of the Mergers. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

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

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of June  8, 2017, by and among DuPont Fabros Technology, Inc., DuPont Fabros Technology, L.P., Digital Realty Trust, Inc., Digital Realty Trust, L.P., Penguins REIT Sub, LLC, Penguins OP Sub 2, LLC, and Penguins OP Sub, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on June 9, 2017)
3.1	Second Amended and Restated Agreement of Limited Partnership of DuPont Fabros Technology, L.P., dated as of September 14, 2017
3.2	Certificate of Amendment to the Certificate of Limited Partnership of DuPont Fabros Technology, L.P., dated September 14, 2017
99.1	Joint Press Release, dated September 14, 2017

*****

This Current Report on Form 8-K is being filed or furnished, as applicable, on behalf of DuPont Fabros Technology, Inc. and DuPont Fabros Technology, L.P. to the extent applicable to either or both registrants. Certain of the events disclosed in the items covered by this Current Report on Form 8-K may apply to DuPont Fabros Technology, Inc. only, DuPont Fabros Technology, L.P. only or both DuPont Fabros Technology, Inc. and DuPont Fabros Technology, L.P., as applicable.

SIGNATURES

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

Date: September 14, 2017

PENGUINS REIT SUB, LLC, as successor by merger to DuPont Fabros Technology, Inc.
By: Digital Realty Trust, Inc., its sole member
By:	/s/ Joshua A. Mills
Name:	Joshua A. Mills
Title:	Senior Vice President, General Counsel and Secretary
DUPONT FABROS TECHNOLOGY, L.P.
By: Penguins OP Sub 2, LLC, its general partner
By: Digital Realty Trust, L.P., its sole member
By: Digital Realty Trust, Inc., its sole general partner
By:	/s/ Joshua A. Mills
Name:	Joshua A. Mills
Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of June 8, 2017, by and among DuPont Fabros Technology, Inc., DuPont Fabros Technology, L.P., Digital Realty Trust, Inc., Digital Realty Trust, L.P., Penguins REIT Sub, LLC, Penguins OP Sub 2, LLC, and Penguins OP Sub, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on June 9, 2017)
3.1*	Second Amended and Restated Agreement of Limited Partnership of DuPont Fabros Technology, L.P., dated as of September 14, 2017
3.2*	Certificate of Amendment to the Certificate of Limited Partnership of DuPont Fabros Technology, L.P., dated September 14, 2017
99.1*	Joint Press Release, dated September 14, 2017

* Filed herewith.

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

DUPONT FABROS TECHNOLOGY, L.P.

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, this “Agreement”) of DuPont Fabros Technology, L.P. (the “Partnership”) is entered into as of September 14, 2017, by and between Penguins OP Sub 2, LLC, a Maryland limited liability company, as general partner (the “General Partner”), and Digital Realty Trust, L.P., a Maryland limited partnership (the “Initial Limited Partner” and together with the General Partner, the “Partners”).

RECITALS

WHEREAS, the General Partner and the Initial Limited Partner were admitted as Partners of the Partnership in connection with the Closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 8, 2017, by and among the General Partner, the Initial Limited Partner, the Partnership and the other parties thereto; and

WHEREAS, the General Partner and the Initial Limited Partner desire to amend and restate the prior agreement of limited partnership and enter into this Agreement to provide for the Partnership’s management and to provide for certain other matters, all as permitted under the Maryland Revised Uniform Limited Partnership Act, as it may be amended from time to time, and any successor statute (the “Act”).

NOW, THEREFORE, in consideration of the covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.    Formation. The Partnership was formed as a limited partnership under the laws of the State of Maryland pursuant to a Certificate of Limited Partnership filed on July 6, 2007 with the State Department of Assessment and Taxation of the State of Maryland.

2.    Name. The name of the limited partnership is “DuPont Fabros Technology, L.P.”

3.    Purpose. The purpose of the Partnership is to engage in any and all lawful businesses, purposes or activities and exercise any powers in which a limited partnership may be engaged under applicable law (including, without limitation, the Act).

4.    Resident Agent; Principal Office. The name and address of the resident agent of the Partnership in the State of Maryland is National Registered Agents, Inc., 351 W Camden St., Baltimore, MD 21201. The address of the principal office of the Partnership in the State of Maryland is c/o National Registered Agents, Inc., 351 W Camden St., Baltimore, MD 21201. The principal executive office of the Partnership is located at Four Embarcadero Center, Suite 3200, San Francisco, California 94111, or such other place as the General Partner may from time to time designate by notice to the other Partners. The Partnership may maintain offices at such other place or places within or outside the State of Maryland as the General Partner deems advisable.

5.    Partners. The names and the business, residence or mailing addresses of the General Partner and the Initial Limited Partner are as follows:

General Partner

Penguins OP Sub 2, LLC

Four Embarcadero Center, Suite 3200

San Francisco, California 94111

Initial Limited Partner

Digital Realty Trust, L.P.

Four Embarcadero Center, Suite 3200

San Francisco, California 94111

The General Partner was admitted as a general partner of the Partnership upon its execution of a counterpart to this Agreement. The Initial Limited Partner was admitted as a limited partner of the Partnership upon its execution of a counterpart to this Agreement.

6.    Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, at such time as (a) the General Partner of the Partnership approves in writing, (b) a consent to dissolution by all partners, (c) an event of withdrawal of a general partner, or (d) an entry of a decree of judicial dissolution has occurred under the Act; provided, however, the Partnership shall not be dissolved and required to be wound up upon an event of withdrawal of a general partner described in Section 6(c) if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (B) within 90 days after the occurrence of such event, all partners of the Partnership other than the withdrawn general partner agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership.

7.    Capital Contributions. The partners of the Partnership have made capital contributions to the Partnership to the extent set forth in the books and records of the Partnership.

8.    Additional Contributions. No partner of the Partnership is required to make any additional capital contribution to the Partnership.

9.    Allocations of Profit and Losses. The Partnership’s profits and losses shall be allocated in proportion to the capital contributions of the partners of the Partnership.

10.    Distributions. At any time determined by the General Partner, the General Partner may cause the Partnership to distribute any cash held by it to the partners of the Partnership that is not reasonably necessary for the operation of the Partnership. Such

distributions shall be made in proportion to their Percentage Interests as set forth on Schedule A. Notwithstanding anything to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not be required to make a distribution to any partner on account of its interest in the Partnership if such distribution would violate the Act or other applicable law.

11.    Management of Partnership. The General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The Initial Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. Notwithstanding any other provision of this Agreement, the General Partner shall have the authority to bind the Partnership and is authorized to execute and deliver any document on behalf of the Partnership without any vote or consent of any other partner or other person or entity.

12.    Transfer or Pledge. A partner’s interest in the Partnership shall not be assigned, pledged, sold or otherwise transferred, in whole or in part, without the prior written consent of the General Partner, which consent may be given or withheld in each General Partner’s sole and absolute discretion. No assignee of a partner’s interest in the Partnership shall    be admitted into the Partnership as a substituted partner without: (a) the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion; and (b) such assignee executing a counterpart to this Agreement.

13.    Withdrawal. Except as provided in Section 10-402 of the Act, no partner of the Partnership may withdraw from the Partnership.

14.    Additional Limited Partners.

(a)    Without the approval of the Initial Limited Partner, the General Partner may admit additional limited partners to the Partnership.

(b)    After the admission of any additional limited partners pursuant to this Section 14, the Partnership shall continue as a limited partnership under the Act without dissolution.

(c)    The admission of additional limited partners to the Partnership pursuant to this Section 14 shall be accomplished by the execution of a counterpart to this Agreement by such additional limited partner or, if necessary, the amendment of this Agreement and any other actions as may be required by the Act.

15.    Tax Treatment. For federal income tax purposes, at all times that the Initial Limited Partner owns 100% of the equity interests in the General Partner and no election has been made to treat the General Partner as an association, the Partners intend that the Partnership be disregarded as an entity separate from the Initial Limited Partner pursuant to Treasury Regulations Section 301.7701 and corresponding provisions of applicable state law.

16.    Governing Law. This Agreement, and all rights and remedies in connection therewith, shall be governed by, and construed under, the laws of the State of Maryland, without regard to otherwise governing principles of conflicts of law or choice of laws.

17.    Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the General Partner.

18.    Counterparts. This Agreement may be executed in any number of multiple counterparts, any of which may be delivered via facsimile, PDF, or other forms of electronic delivery, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement, binding on all parties hereto.

19.    Severability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto, intending to be bound hereby, have duly executed this Agreement as of the date first set forth above.

GENERAL PARTNER
PENGUINS OP SUB 2, LLC
By:	Digital Realty Trust, L.P., its sole member
By:	Digital Realty Trust, Inc., its sole general partner
By:	/s/ A. William Stein
Name:	A. William Stein
Title:	Chief Executive Officer
INITIAL LIMITED PARTNER
DIGITAL REALTY TRUST, L.P.
By:	Digital Realty Trust, Inc., its sole general partner
By:	/s/ A. William Stein
Name:	A. William Stein
Title:	Chief Executive Officer

Schedule A

Percentage Interests

General Partner: 1%

Initial Limited Partner: 99%

EX-3.2

Exhibit 3.2

DUPONT FABROS TECHNOLOGY, L.P.

CERTIFICATE OF AMENDMENT

DuPont Fabros Technology, L.P., a Maryland limited partnership (the “Partnership”), hereby certifies that:

FIRST: The name of the Partnership is DuPont Fabros Technology, L.P.

SECOND: The Certificate of Limited Partnership (the “Certificate”) of the Partnership is hereby amended by deleting Article 3 of the Certificate and replacing it with the following:

The name and business residence or mailing address of the general partner are set forth below:

NAME	ADDRESS
Penguins OP Sub 2, LLC	Four Embarcadero Center, Suite 3200 San Francisco, California 94111

- Signature page follows -

IN WITNESS WHEREOF, each of the undersigned has executed this Certificate of Amendment as of the 14th day of September, 2017.

WITNESS:		SOLE GENERAL PARTNER/ WITHDRAWING GENERAL PARTNER:
		DUPONT FABROS TECHNOLOGY, Inc.
/s/ Richard A. Montfort, Jr.		By:	/s/ Jeffrey H. Foster
Name:	Richard A. Montfort, Jr.	Name:	Jeffrey H. Foster
Title:	General Counsel and Secretary	Title:	Chief Financial Officer
WITNESS:		NEW GENERAL PARTNER:
		PENGUINS OP SUB 2, LLC
		By:	Digital Realty Trust, L.P., its sole member
		By:	Digital Realty Trust, Inc., its sole general partner
/s/ Jeannie Lee		By:	/s/ Joshua A. Mills
Name:	Jeannie Lee	Name:	Joshua A. Mills
Title:	Vice President, Associate General Counsel and Assistant Secretary	Title:	Senior Vice President, General Counsel and Secretary

2

EX-99.1

Exhibit 99.1

DIGITAL REALTY COMPLETES MERGER WITH DUPONT FABROS

Appoints Michael A. Coke and John T. Roberts, Jr. to Board of Directors

Announces Early Results and Settlement of Tender Offer and Consent Solicitation as well as Notices of Redemption for Senior Notes Issued by DuPont Fabros

SAN FRANCISCO, CA and WASHINGTON, D.C. – September 14, 2017 – Digital Realty (NYSE: DLR), a leading global provider of data center, colocation and interconnection solutions, and DuPont Fabros (NYSE: DFT), a leading owner, developer, operator and manager of enterprise-class, carrier-neutral, multi-tenant data centers, announced today they have completed their previously announced merger in an all-stock transaction with an enterprise value of approximately $7.8 billion.

The addition of DuPont Fabros’ high-quality, purpose-built data center portfolio to Digital Realty’s existing footprint enhances the combined company’s ability to serve its customers in the top U.S. data center metro areas. The merger also provides meaningful customer and geographic diversification for DuPont Fabros shareholders from the combination with Digital Realty’s global platform.

“This highly strategic and complementary transaction further expands our product offering, and solidifies our blue-chip customer base,” said A. William Stein, Digital Realty’s Chief Executive Officer. “This deal is consistent with our investment criteria, and is likewise consistent with our strategy of offering our customers the most comprehensive set of data center solutions, from single-cabinet colocation and interconnection, all the way up to multi-megawatt hyper-scale deployments.”

In conjunction with the merger closing, Digital Realty appointed former DuPont Fabros Board members Michael A. Coke and John T. Roberts, Jr. to Digital Realty’s Board of Directors. Mr. Coke is a highly respected real estate executive, having co-founded Terreno Realty Corporation, a publicly traded U.S. industrial REIT, where he serves as President and as a member of the Board of Directors. Previously, he served as Chief Financial Officer and Executive Vice President for AMB Property Corporation, a global developer and owner of industrial real estate focused on major hub and gateway distribution markets. Mr. Roberts is also a veteran real estate investor, having held various positions at AMB Property Corporation, including President of AMB Capital Partners LLC, a subsidiary of AMB Property Corporation responsible for AMB’s global private capital ventures.

Digital Realty also announced today the early tender results for, and the early settlement of, the previously announced tender offer and consent solicitation for the existing 5.875% senior notes due 2021 issued by DuPont Fabros Technology, L.P.

As of 5:00 p.m. EDT on September 13, 2017, holders of approximately $475 million had validly tendered and delivered their notes and the related consents, which represents approximately 79% of the $600 million aggregate principal amount outstanding. The withdrawal deadline also expired at 5:00 p.m. EDT on September 13, 2017. As a result, notes tendered pursuant to the tender offer can no longer be withdrawn.

The issuer exercised its right to accept and to purchase and pay for the early tender notes. Settlement occurred earlier today, September 14, 2017, immediately following the consummation of the merger. The total consideration paid for each $1,000 principal amount of early tender notes was $1,032.50 (including a $30.00 consent payment), plus accrued and unpaid interest from June 15, 2017 up to, but not including, September 14, 2017.

Having received the requisite consents from the holders of the notes in the tender offer, the issuer and U.S. Bank National Association, as trustee, executed a supplemental indenture amending the indenture relating to the notes. The supplemental indenture eliminates substantially all the restrictive covenants, certain events of default and related provisions contained in the indenture and reduces the notice periods required for redemption of the notes as described in the offer to purchase.

The tender offer will expire at 11:59 p.m. EDT on September 27, 2017 unless extended or terminated earlier by the offeror in its sole discretion. Holders who validly tender their notes after the consent payment deadline, but at or prior to expiration of the tender offer, and whose notes are accepted for purchase, will only be eligible to receive $1,002.50 per $1,000 principal amount of notes tendered, plus accrued and unpaid interest from and including the most recent interest payment date, and up to, but not including the final settlement date, which is expected to be the business day following the expiration of the tender offer. The complete terms and conditions of the tender offer are set forth in the offer documents that were previously sent to holders of the notes.

Immediately following settlement of the purchase of the early tender notes, the issuer issued a notice of redemption for the remaining outstanding principal amount. On September 18, 2017, the issuer expects to redeem the remaining outstanding principal amount at a redemption price equal to 102.938% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date. Holders of the notes may still participate in the tender offer and tender their notes at or prior to the expiration date, even though the issuer has elected to call the remaining outstanding notes for redemption.

On September 14, 2017, the issuer also issued redemption notices for the 5.625% senior notes due 2023 issued by DuPont Fabros Technology, L.P. On October 16, 2017, the issuer expects to redeem 35% of the notes due 2023 at a redemption price equal to 105.625% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date. On October 17, 2017, the issuer expects to redeem the remaining outstanding principal amount of notes due 2023 at a redemption price equal to 100.000% of the aggregate principal amount of the notes to be redeemed, plus a make-whole premium and accrued and unpaid interest up to, but excluding, the redemption date.

Citigroup Global Markets Inc. has been engaged as Dealer Manager and Solicitation Agent for the tender offer. Questions regarding the tender offer should be directed to Citigroup Global Markets Inc. at (212) 723-6106 or (800) 558-3745. Requests for copies of the offer documents or documents relating to the tender offer and consent solicitation may be directed to Global Bondholder Services Corporation, the Tender Agent and Information Agent for the tender offer, at (866) 924-2200.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, the notes. The tender offer is made solely pursuant to the offer documents. The tender offer is not being made to holders of notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Holders are urged to read the offer documents and related documents carefully before making any decision with respect to the tender offer. Holders of notes must make their own decisions as to whether to tender their notes and provide the related consents. Neither the issuer, Digital Realty, the Dealer Manager and Solicitation Agent, the Information Agent, the Tender Agent or the Trustee makes any recommendations as to whether holders should tender their notes pursuant to the tender offer, and no one has been authorized to make such a recommendation.

About Digital Realty

Digital Realty supports the data center, colocation and interconnection strategies of more than 2,300 firms across its secure, network-rich portfolio of data centers located throughout North America, Europe, Asia and Australia. Digital Realty’s clients include domestic and international companies of all sizes, ranging from financial services, cloud and information technology services, to manufacturing, energy, gaming, life sciences and consumer products. https://www.digitalrealty.com/

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For Additional Information:

Andrew P. Power

Chief Financial Officer

Digital Realty

(415) 738-6500

Investor Relations:

John J. Stewart / Maria S. Lukens

Digital Realty

(415) 738-6500

investorrelations@digitalrealty.com

Media Inquiries:

Scott Lindlaw / Lindsay Andrews

Sard Verbinnen & Co

(415) 618-8750

Digital Realty-SVC@sardverb.com

Safe Harbor Statement

This press release contains forward-looking statements which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially, including statements related to the conditions of the tender offer, the merger, certain dates and public announcements or the redemption of the outstanding notes due 2021 or 2023. These risks and uncertainties include, among others, the following: the impact of current global economic, credit and market conditions; current local economic conditions in the metropolitan areas in which we operate; decreases in information technology spending, including as a result of economic slowdowns or recession; adverse economic or real estate developments in our industry or the industry sectors that we sell to (including risks related to declining real estate valuations); our dependence upon significant tenants; bankruptcy or insolvency of a major tenant or a significant number of smaller tenants; defaults on or non-renewal of leases by tenants; our failure to obtain necessary debt and equity financing; risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our loan facilities and agreements; financial market fluctuations; changes in foreign currency exchange rates; our inability to manage our growth effectively; difficulty acquiring or operating properties in foreign jurisdictions; our failure to successfully integrate and operate acquired or developed properties or businesses; the suitability of our properties and data center infrastructure, delays or disruptions in connectivity, failure of our physical and information security infrastructure or services or availability of power; risks related to joint venture investments, including as a result of our lack of control of such investments; delays or unexpected costs in development of properties; decreased rental rates, increased operating costs or increased vacancy rates; increased competition or available supply of data center space; our inability to successfully develop and lease new properties and development space; difficulties in identifying properties to acquire and completing acquisitions; our inability to acquire off-market properties; the impact of the United Kingdom’s referendum on withdrawal from the European Union on global financial markets and our business; our inability to comply with the rules and regulations applicable to reporting companies; our failure to maintain our status as a REIT; possible adverse changes to tax laws; restrictions on our ability to engage in certain business activities; environmental uncertainties and risks related to natural disasters; losses in excess of our insurance coverage; changes in foreign laws and regulations, including those related to taxation and real estate ownership and operation; and changes in local, state and federal regulatory requirements, including changes in real estate and zoning laws and increases in real property tax rates. For a further list and description of such risks and uncertainties, see the reports and other filings by Digital Realty with the U.S. Securities and Exchange Commission, including Digital Realty’s Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017. Digital Realty disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.