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): June 16, 2015
QTS Realty Trust, Inc.
QualityTech, LP
(Exact name of registrant as specified in its charter)
Maryland (QTS Realty Trust, Inc.) Delaware (QualityTech, LP) |
001-36109 333-201810 |
46-2809094 27-0707288 | ||
(State or other jurisdiction of incorporation)
|
(Commission File No.)
|
(I.R.S. Employer Identification No.)
|
12851 Foster Street Overland Park, KS |
66213 | |
(Address of principal executive offices) | (Zip Code) |
(913) 814-9988
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report.)
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:
¨ | 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 2.01 Completion of Acquisition and Disposition of Assets.
On June 16, 2015, QTS Realty Trust, Inc. (the “Company”), through Quality Technology Services Holding, LLC, its taxable REIT subsidiary (the “TRS”), completed the indirect acquisition of 100% of the outstanding stock of Carpathia Hosting, Inc. (“Carpathia”) from Carpathia Holdings, LLC (the “Seller”) for approximately $326 million, which the Company funded with cash available on its balance sheet and borrowings under its unsecured revolving credit facility. Upon completion of the transaction, the Company assumed all of the assets and liabilities of Carpathia Acquisition, Inc., and Carpathia Acquisition, Inc. and its subsidiaries, including Carpathia, became indirect, wholly-owned subsidiaries of the Company. Carpathia is a hybrid cloud services and Infrastructure-as-a-Service (IaaS) provider servicing enterprise customers and federal agencies. The Seller has no material relationship with the Company or any of its affiliates, other than through the stock purchase agreement (the “Agreement”) related to this acquisition.
In connection with closing the acquisition of Carpathia, effective as of June 12, 2015, the Company, through the TRS, entered into the first amendment (the “Amendment”) to the Agreement with the Seller and Carpathia Acquisition, Inc. pursuant to which, among other things, certain employees of Carpathia were awarded the right to receive cash payments in lieu of the issuance of certain common units of the Seller that would otherwise be issued to such individuals in connection with this acquisition. Except as amended by the Amendment, the remaining terms of the Agreement remain in full force and effect.
A copy of the Agreement has been previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2015 and is incorporated herein by reference. A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to the Agreement and the Amendment.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of Carpathia Acquisition, Inc. as of and for the year ended December 31, 2014 have been previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2015 and are incorporated in this Item 9.01(a) by reference.
The unaudited consolidated financial statements of Carpathia Acquisition, Inc. as of and for the three months ended March 31, 2015 and 2014 have been previously filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2015 and are incorporated in this Item 9.01(a) by reference.
(b) Pro forma Financial Information
The unaudited pro forma financial statements of QTS Realty Trust, Inc. for the year ended December 31, 2014 and as of and for the three months ended March 31, 2015, giving effect to the acquisition of Carpathia Acquisition, Inc. and other recent acquisitions and capital markets activity, have been previously filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on June 5, 2015 and are incorporated in this Item 9.01(b) by reference.
(d) Exhibits
Exhibit Number |
Exhibit Description | |
2.1 |
First Amendment to Stock Purchase Agreement, effective as of June 12, 2015, by and among Quality Technology Services Holding, LLC, Carpathia Holdings, LLC and Carpathia Acquisition, Inc. | |
99.1 | Audited consolidated financial statements of Carpathia Acquisition, Inc. as of and for the year ended December 31, 2014 (Filed as Exhibit 99.1 to the Current Report on Form 8-K filed on June 1, 2015) | |
99.2 | Unaudited consolidated financial statements of Carpathia Acquisition, Inc. as of and for the three months ended March 31, 2015 and 2014 (Filed as Exhibit 99.2 to the Current Report on Form 8-K filed on June 1, 2015) | |
99.3 | Unaudited pro forma financial statements of QTS Realty Trust, Inc. for the year ended December 31, 2014 and as of and for the three months ended March 31, 2015 (Filed as Exhibit 99.3 to the Current Report on Form 8-K/A filed on June 5, 2015) |
SIGNATURES
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.
QTS Realty Trust, Inc. | |||
DATE: June 19, 2015 | /s/ Shirley E. Goza | ||
Shirley E. Goza | |||
Secretary and General Counsel | |||
QualityTech, LP | |||
By: | QTS Realty Trust, Inc., | ||
its general partner | |||
DATE: June 19, 2015 | /s/ Shirley E. Goza | ||
Shirley E. Goza | |||
Secretary and General Counsel |
EXHIBIT INDEX
Exhibit Number |
Exhibit Description | |
2.1 |
First Amendment to Stock Purchase Agreement, effective as of June 12, 2015, by and among Quality Technology Services Holding, LLC, Carpathia Holdings, LLC and Carpathia Acquisition, Inc. | |
99.1 | Audited consolidated financial statements of Carpathia Acquisition, Inc. as of and for the year ended December 31, 2014 (Filed as Exhibit 99.1 to the Current Report on Form 8-K filed on June 1, 2015) | |
99.2 | Unaudited consolidated financial statements of Carpathia Acquisition, Inc. as of and for the three months ended March 31, 2015 and 2014 (Filed as Exhibit 99.2 to the Current Report on Form 8-K filed on June 1, 2015) | |
99.3 | Unaudited pro forma financial statements of QTS Realty Trust, Inc. for the year ended December 31, 2014 and as of and for the three months ended March 31, 2015 (Filed as Exhibit 99.3 to the Current Report on Form 8-K/A filed on June 5, 2015) |
Exhibit 2.1
EXECUTION VERSION
First Amendment to Stock Purchase Agreement
This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), effective as of June 12, 2015, is entered into by and among Quality Technology Services Holding, LLC, a Delaware limited liability company (“Purchaser”), Carpathia Holdings, LLC, a Delaware limited liability company (“Seller”), and Carpathia Acquisition, Inc., a Delaware corporation (the “Company”).
WHEREAS, Purchaser, Seller and the Company are parties to that certain Stock Purchase Agreement (the “Agreement”), dated as of May 6, 2015, pursuant to which Seller has agreed to sell to Purchaser, and Purchaser has agreed to purchase from Seller, all of the issued and outstanding shares of capital stock of the Company, upon the terms and subject to the conditions contained therein; and
WHEREAS, the Parties desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Agreement.
Section 2. Amendment and Restatement of Definition. The following definition in Article 1 of the Agreement shall be amended and restated in its entirety as follows:
“Option Holder” means any holder of Seller Options or any recipient of an Equity Sale Bonus.”
Section 3. Addition of Definition. The definition of “Equity Sale Bonus” set forth below shall be added to Article 1 of the Agreement immediately following the definition of “Equity Contribution Agreement”.
“Equity Sale Bonus” means the award to an individual of the right to receive certain cash payments as contemplated by the Sixth Amendment, dated June 4, 2015, to Seller’s Limited Liability Company Agreement, dated May 30, 2008, as further amended from time to time.
Section 4. Amendment to Section 2.3(a). Section 2.3(a) of the Agreement is hereby amended by deleting current Section 2.3(a) and replacing it with the following new Section 2.3(a):
“(a) Seller shall deliver to Purchaser no later than 11:00 a.m. New York time on June 15, 2015, a certificate prepared by Seller (the “Pre-Closing Certificate”), which shall specify Seller’s good faith estimate as of the Effective Time of the (i) Estimated Cash; (ii) the Aggregate Option Cash Payment Amount; (iii) the Estimated Indebtedness separately setting forth the Debt Payments and the Capital Lease Obligations; (iv) the Estimated Company Transaction Expenses (including the Sale Bonus Amounts and the amount of the employer portion of any employment Taxes payable with respect to such Sale Bonus Amounts and with respect to the Aggregate Option Cash Payment Amount); (v) the Working Capital Adjustment; and (vi) the Initial Payment Amount with respect thereto.”
Section 5. Amendment to Section 2.4(b). Section 2.4(b) of the Agreement is hereby amended by inserting “and Equity Sale Bonus amounts” immediately after the reference to “Seller Options”.
Section 6. Amendment to Section 2.4(c). Section 2.4(c) of the Agreement is hereby amended by deleting current Section 2.4(c) and replacing it with the following new Section 2.4(c):
“(c) The Seller covenants that the amount due and payable to each Option Holder under the 2008 Unit Plan and any other documents governing such Option Holder’s Seller Options and/or Equity Sale Bonus, as the case may be, with respect to the cancellation of such Option Holder’s Seller Options and/or payment of such Option Holder’s Equity Sale Bonus, as the case may be, as contemplated herein shall not exceed the amounts therefor set forth in the updated Option Allocation Schedule delivered by Seller to Purchaser in accordance with paragraph (b) above.”
Section 7. Amendment to Section 3.1. Section 3.1 of the Agreement is hereby amended by deleting all text following the reference to the word "email" and replacing all such deleted text with the following ", on June 16, 2015, or such other time, date and location as the Parties hereto agree in writing (the date on which the Closing occurs, the "Closing Date")."
Section 8. Continuation. This Amendment shall be deemed to be part of, and a modification to, the Agreement and shall be governed by the terms of the Agreement, which terms are incorporated herein by reference and are ratified and confirmed. Other than the amendments specifically contained in this Amendment, the Agreement shall continue in full force and effect.
Section 9. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.
Section 10. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and each of which shall constitute one and the same instrument. Any or all of such counterparts may be delivered by facsimile or other electronic transmission.
[Signature Page Follows]
- 2 - |
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first written above.
QUALITY TECHNOLOGY SERVICES HOLDING, LLC | |||
By: | /s/ Shirley E. Goza | ||
Name: | Shirley E. Goza | ||
Title: | General Counsel and Secretary | ||
CARPATHIA HOLDINGS, LLC | |||
By: | /s/ Sean C. White | ||
Name: | Sean C. White | ||
Title: | Authorized Signatory | ||
CARPATHIA ACQUISITION, INC. | |||
By: | /s/ Sean C. White | ||
Name: | Sean C. White | ||
Title: | President and Treasurer |
[Signature Page to Amendment to Stock Purchase Agreement] |