Issuer:

QTS Realty Trust, Inc.

Security:

6.50% Series B Cumulative Convertible Perpetual Preferred Stock (the “Series B Convertible Preferred Stock”)

Number of Shares:

2,750,000 shares (3,162,500 shares if the underwriters’ option to purchase additional shares is exercised in full)

Public Offering Price:

$100.00 per share, plus accrued and unpaid dividends; $275,000,000 total (not including the underwriters’ option to purchase additional shares)

Underwriting Discounts and Commissions:

$3.50 per share; $9,625,000 total (not including the underwriters’ option to purchase additional shares)

Use of Proceeds:

The net proceeds from the offering will be approximately $265 million ($305 million if the underwriters exercise their option to purchase additional Series B Convertible Preferred Stock to cover overallotments in full), after deducting underwriting discounts and commissions and estimated offering expenses. The Issuer intends to contribute to its Operating Partnership the net proceeds from the offering in exchange for preferred OP units with economic rights and preferences that are substantially equivalent to the Series B Convertible Preferred Stock. The Operating Partnership intends to use the funds contributed to it by the Issuer from the net proceeds from the offering to repay a portion of the amounts outstanding under the Issuer’s unsecured revolving credit facility and for other general corporate purposes. See “Use of Proceeds” in the Preliminary Prospectus Supplement.

Maturity:

Perpetual (unless converted as described in this pricing term sheet)

Pricing Date:

June 20, 2018

Settlement Date:

June 25, 2018 (T+2)

Liquidation Preference:

$100.00 per share, plus accrued and unpaid dividends

Dividends:

Holders of Series B Convertible Preferred Stock will be entitled to receive cumulative cash dividends on the Series B Convertible Preferred Stock at the rate of 6.50% per annum of the $100.00 per share liquidation preference, which is equivalent to $6.50 per annum per share.

Dividend Payment Dates:

Dividends on the Series B Convertible Preferred Stock will be payable quarterly in arrears on or about the 15th day of each January, April, July and October. The first dividend on the Series B Convertible Preferred Stock will be paid on October 15, 2018.

Closing Sale Price of the Class A Common Stock on June 20, 2018:

$39.19

Conversion Premium:

Approximately 20% above the closing sale price.

Initial Conversion Price:

Approximately $47.03 per share of the Issuer’s Class A common stock (subject to adjustment).

Initial Conversion Rate:

2.1264 shares of the Issuer’s Class A common stock per share of Series B Convertible Preferred Stock.

Redemption Rights:

The Series B Convertible Preferred Stock will not be redeemable by the Issuer.

Mandatory Conversion:

At any time on or after July 20, 2023, the Issuer may at its option cause all (but not less than all) outstanding shares of the Series B Convertible Preferred Stock to be automatically converted into the Issuer’s Class A common stock at the then-prevailing conversion rate if the closing sale price of the Issuer’s Class A common stock is equal to or exceeds 150% of the then-prevailing conversion price for at least 20 trading days in a period of 30 consecutive trading days, including the last trading day of such 30-day period, ending on the trading day prior to the issuance of a press release announcing the mandatory conversion.

Special Rights upon a Fundamental Change:

If a holder converts its shares of Series B Convertible Preferred Stock at any time beginning at the opening of business on the trading day immediately following the effective date of a fundamental change (as described under “Description of Series B Convertible Preferred Stock—Special Rights Upon a Fundamental Change” in the Preliminary Prospectus Supplement) and ending at the close of business on the 30th trading day immediately following such effective date, the holder will automatically receive a number of shares of the Issuer’s Class A common stock

equal to the greater of:

·                  the sum of (i) a number of shares of the Issuer’s Class A common stock, as described under “Description of Series B Convertible Preferred Stock—Conversion Rights” and subject to adjustment as described under “Description of Series B Preferred Stock—Conversion Rate Adjustment” in the Preliminary Prospectus Supplement and (ii) the make-whole premium, if any, described under “Description of Series B Preferred Stock—Determination of Make-Whole Premium” in the Preliminary Prospectus Supplement; and

·                  a number of shares of the Issuer’s Class A common stock equal to the lesser of (i) the liquidation preference divided by the average of the volume-weighted average prices of the Issuer’s Class A common stock for ten days preceding the effective date of a fundamental change and (ii) 5.1020 (subject to adjustment).

Determination of the Make-Whole Premium:

If a holder converts its shares of Series B Convertible Preferred Stock upon the occurrence of a fundamental change, in certain circumstances, the Issuer will increase the conversion rate (such increase, the “make-whole premium”) as described under “Description of Series B Convertible Preferred Stock—Determination of Make-Whole Premium” in the Preliminary Prospectus Supplement and by reference to the table below:

Fundamental Change
Effective Date

$39.19

$45.00

$47.03

$55.00

$65.00

$70.54

$80.00

$100.00

$125.00

$150.00

6/25/2018

0.4252

0.3352

0.3107

0.2375

0.1795

0.1572

0.1290

0.0922

0.0664

0.0503

7/20/2019

0.4252

0.3166

0.2916

0.2173

0.1598

0.1382

0.1117

0.0787

0.0566

0.0431

7/20/2020

0.4252

0.3002

0.2741

0.1970

0.1385

0.1173

0.0922

0.0633

0.0454

0.0347

7/20/2021

0.4252

0.2856

0.2580

0.1759

0.1143

0.0929

0.0692

0.0452

0.0323

0.0249

7/20/2022

0.4252

0.2754

0.2461

0.1561

0.0866

0.0634

0.0406

0.0239

0.0172

0.0134

7/20/2023 and thereafter

0.4252

0.2722

0.2421

0.1459

0.0599

0.0000

0.0000

0.0000

0.0000

0.0000

Listing:

The Issuer intends to file an application to list the Series B Convertible Preferred Stock on the NYSE under the symbol “QTS PR B.” The Issuer expects trading of the shares of Series B Convertible Preferred Stock on the NYSE, if listing is approved, to commence within 30 days after the date of the initial delivery of the shares.

NYSE Ticker Symbol:

QTS PR B

CUSIP/ISIN:

74736A301 / US74736A3014

Joint Book-Running Managers:

Deutsche Bank Securities Inc.

Jefferies LLC
Morgan Stanley & Co. LLC

For the three months ended
March 31, 2018

Year ended
December 31, 2017

Pro forma Ratio of Earnings to Combined Fixed Charges and Preferred Dividends (1)

0.36

0.43