EX-99.3 85 v399489_ex99-3.htm FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES AND FORM OF LETTER TO CLIENTS

Exhibit 99.3

 

QUALITYTECH, LP

QTS FINANCE CORPORATION

 

Tender of any and all Outstanding

5.875% Senior Notes Due 2022

144A CUSIP 74759B AA1

IAI CUSIP 74759B AC7

Reg S CUSIP U5730P AA5

 

For

 

A Like Principal Amount of

5.875% Senior Notes Due 2022

 

 

 

Guaranteed by

 

Quality Investment Properties Irving, LLC

Quality Technology Services Jersey City, LLC

Quality Technology Services, N.J., LLC

QTS Investment Properties Princeton, LLC

QTS Investment Properties Chicago, LLC

Quality Investment Properties Gateway, LLC

Quality Technology Services Lenexa, LLC

Quality Investment Properties Lenexa, LLC

Quality Investment Properties Richmond, LLC

QAE Acquisition Company, LLC

Quality Technology Services Irving II, LLC

Quality Technology Services, N.J. II, LLC

Quality Technology Services Princeton II, LLC

Quality Technology Services Chicago II, LLC

Quality Technology Services, LLC

QTS Critical Facilities Management, LLC

Quality Technology Services Lenexa II, LLC

Quality Technology Services Richmond II, LLC

Quality Investment Properties Irving II, LLC

Quality Technology Services, Northeast, LLC

Quality Technology Services Holding, LLC

Quality Investment Properties Metro, LLC

Quality Technology Services Metro II, LLC

Quality Investment Properties, Suwanee, LLC

Quality Technology Services, Suwanee II, LLC

QLD Investment Properties Wichita Technology Group, L.L.C.

Quality Technology Services Wichita II, LLC

 

 
 

 

Quality Investment Properties Sacramento, LLC

Quality Technology Services Sacramento II, LLC

Quality Investment Properties Santa Clara, LLC

Quality Technology Services Santa Clara II, LLC

Quality Investment Properties Miami, LLC

Quality Technology Services Miami II, LLC

 

To:  Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

 

QualityTech, LP, a Delaware limited partnership (the “Company”), and QTS Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), are offering, upon and subject to the terms and conditions set forth in a prospectus dated     , 2015 (the “Prospectus”), and the enclosed letter of transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) their 5.875% Senior Notes due 2022, which have been registered under the Securities Act of 1933, as amended, for a like principal amount of the Issuers’ issued and outstanding 5.875% Senior Notes due 2021 (the “Original Notes”). The Exchange Offer is being made in order to satisfy certain obligations of the Issuers contained in a Registration Rights Agreement, dated as of July 23, 2014, among the Issuers, QTS Realty Trust, Inc., the guarantors party thereto, and the initial purchasers referred to therein.

 

We are requesting that you contact your clients for whom you hold Original Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Original Notes registered in your name or in the name of your nominee, or who hold Original Notes registered in their own names, we are enclosing the following documents:

 

1. A Prospectus dated         , 2015;

 

2. The Letter of Transmittal for your use and for the information (or the use, where relevant) of your clients;

 

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Original Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent (as defined below) prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;

 

4. A form of letter that may be sent to your clients for whose account you hold Original Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and

 

5. Return envelopes addressed to Deutsche Bank Trust Company Americas, the exchange agent for Original Notes (the “Exchange Agent”).

 

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2015, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). THE ORIGINAL NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

 

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or an agent’s message (as defined in the Prospectus) in lieu thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Original Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

 

 
 

 

If holders of Original Notes wish to tender, but it is impracticable for them to forward their certificates for Original Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus in the section entitled “The Exchange Offer” under the heading “Guaranteed Delivery Procedures.”

 

The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Original Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all transfer taxes applicable to the exchange of Original Notes pursuant to the Exchange Offer, except as set forth in Instruction 13 of the Letter of Transmittal.

 

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to Deutsche Bank Trust Company, the Exchange Agent for the Original Notes, at its address and telephone number set forth on the front of the Letter of Transmittal.

 

  Very truly yours,
   
  QUALITYTECH, LP
   
  QTS FINANCE CORPORATION

 

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

 

Enclosures

 

 
 

 

QUALITYTECH, LP

QTS FINANCE CORPORATION

 

Letter of Transmittal

for

Tender of any and all Outstanding

5.875% Senior Notes Due 2022

for

A Like Principal Amount of

5.875% Senior Notes Due 2022

 

 

 

Guaranteed by

 

Quality Investment Properties Irving, LLC

Quality Technology Services Jersey City, LLC

Quality Technology Services, N.J., LLC

QTS Investment Properties Princeton, LLC

QTS Investment Properties Chicago, LLC

Quality Investment Properties Gateway, LLC

Quality Technology Services Lenexa, LLC

Quality Investment Properties Lenexa, LLC

Quality Investment Properties Richmond, LLC

QAE Acquisition Company, LLC

Quality Technology Services Irving II, LLC

Quality Technology Services, N.J. II, LLC

Quality Technology Services Princeton II, LLC

Quality Technology Services Chicago II, LLC

Quality Technology Services, LLC

QTS Critical Facilities Management, LLC

Quality Technology Services Lenexa II, LLC

Quality Technology Services Richmond II, LLC

Quality Investment Properties Irving II, LLC

Quality Technology Services, Northeast, LLC

Quality Technology Services Holding, LLC

Quality Investment Properties Metro, LLC

Quality Technology Services Metro II, LLC

Quality Investment Properties, Suwanee, LLC

Quality Technology Services, Suwanee II, LLC

QLD Investment Properties Wichita Technology Group, L.L.C.

Quality Technology Services Wichita II, LLC

Quality Investment Properties Sacramento, LLC

Quality Technology Services Sacramento II, LLC

 

 
 

 

Quality Investment Properties Santa Clara, LLC

Quality Technology Services Santa Clara II, LLC

Quality Investment Properties Miami, LLC

Quality Technology Services Miami II, LLC

 

To Our Clients:

 

Enclosed for your consideration is a prospectus dated           , 2015 (the “Prospectus”), and the related letter of transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of QualityTech, LP, a Delaware limited partnership (the “Company”), and QTS Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), to exchange its 5.875% Senior Notes due 2022, which have been registered under the Securities Act of 1933, as amended, for a like principal amount of the issued and outstanding 5.875% Senior Notes due 2022 (the “Original Notes”), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Issuers Company contained in a Registration Rights Agreement, dated as of July 23, 2014, among the Issuers, QTS Realty Trust, Inc., the guarantors party thereto, and the initial purchasers referred to therein.

 

This material is being forwarded to you as the beneficial owner of the Original Notes held by us for your account but not registered in your name. A TENDER OF SUCH ORIGINAL NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

 

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

 

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Original Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on                       , 2015, unless extended by the Issuers in their sole discretion. Any Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

 

Your attention is directed to the following:

 

1. The Exchange Offer is for any and all Original Notes.

 

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section entitled “The Exchange Offer” under the heading “Conditions to the Exchange Offer.”

 

3. Any transfer taxes incident to the transfer of Original Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.

 

4. The Exchange Offer expires at 5:00 p.m., New York City time, on                     , 2015, unless extended by the Company in its sole discretion.

 

If you wish to have us tender your Original Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER ORIGINAL NOTES.

 

 
 

 

INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

 

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by QualityTech, LP and QTS Finance Corporation with respect to the Original Notes.

 

This will instruct you to tender the Original Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

 

The undersigned expressly agrees to be bound by the enclosed Letter of Transmittal and that such Letter of Transmittal may be enforced against the undersigned.

 

Please tender the Original Notes held by you for my account as indicated below.

 

 

Original Notes                                                                                                                                                              
Aggregate Principal Amount of Original Notes Tendered
 
¨   Please do not tender any Original Notes held by you for my account.
 
Dated:                                                                                                                                                                    , 2015
 
Signature(s):                                                                                                                                                                    
 
Please print name(s) here:                                                                                                                                               
 
Address(es):                                                                                                                                                                    
 
Area Code and Telephone Number(s):                                                                                                                             
 
Tax Identification or Social Security Number(s):                                                                                                             
 

 

None of the Original Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Original Notes held by us for your account.