Digital Realty Trust Announces Conversion of 4.375% Series C Cumulative Convertible Preferred Stock
Posted on April 10, 2012 at 07:00 AM EDT
SAN FRANCISCO, April 10, 2012 /PRNewswire/ -- Digital Realty Trust, Inc. (the "Company" or "Digital Realty") (NYSE: DLR) today announced that the Company has elected to convert all outstanding shares of its 4.375% Series C Cumulative Convertible Preferred Stock ("Series C Preferred Stock") into shares of common stock in accordance with the terms of the Series C Preferred Stock. As of April 6, 2012, there were 5,126,214 shares of Series C Preferred Stock outstanding.
The conversion will take place and be effective on April 17, 2012 (the "Conversion Date").
On the Conversion Date, each share of Series C Preferred Stock will convert into 0.5480 shares of common stock of the Company (the "Common Stock"). The Company will not issue fractional shares of Common Stock upon the conversion of shares of the Series C Preferred Stock. Instead, the Company will pay the value of such fractional shares in cash in an amount equal to the fractional interest multiplied by the closing sale price per share of the Common Stock on the New York Stock Exchange on April 16, 2012, the trading day immediately prior to the Conversion Date.
This conversion is being made at the Company's option pursuant to Section 8(c) of the Articles Supplementary establishing and fixing the rights and preferences of the Series C Preferred Stock. Pursuant to the terms of the Articles Supplementary governing the Series C Preferred Stock, the holders of shares of Series C Preferred Stock will not be entitled to receive any portion of the dividend accruing on the converted shares from March 30, 2012, which was the last dividend payment date, through the Conversion Date of April 17, 2012. On and after the Conversion Date, the only remaining rights of the holders of the shares of Series C Preferred Stock will be to receive 0.5480 shares of Common Stock per $25.00 liquidation preference and payment for any fractional interests.
On or before the Conversion Date, all funds necessary for payment for any fractional shares will have been irrevocably set aside by the Company, separate and apart from other funds, in trust for the benefit of the holders of the shares of Series C Preferred Stock. Notice of the conversion will be delivered to The Depository Trust and Clearing Corporation on or about April 10, 2012. The holders of the shares of Series C Preferred Stock are advised that American Stock Transfer & Trust Company, LLC (the "Conversion Agent") may withhold a portion of the amount payable for any fractional interest to any holder who has not previously furnished the Conversion Agent with certification establishing an exemption from or reduction in withholding. Accordingly, each holder who has not already done so is urged to execute and deliver an Internal Revenue Service Form W-9, an applicable Internal Revenue Service Form W-8 or other applicable form with its shares of Series C Preferred Stock in order to receive full payment for the fractional shares.
Any funds deposited by the Company with the Conversion Agent to pay the fractional interests which are unclaimed at the expiration of two years from the Conversion Date will be repaid, together with any interest or other earnings thereon, to the Company and, after any such repayment, the holders of the shares of Series C Preferred Stock entitled to the funds so repaid to the Company shall look only to the Company for payment without interest or other earnings thereon.
Questions and requests for assistance may be directed to the Conversion Agent at (877) 248-6417 or (718) 921-8317.
About Digital Realty
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SOURCE Digital Realty Trust, Inc.
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