Business Context and Reporting Period
Company: Digital Realty Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 16, 2010
Subject: Regulation FD Disclosure regarding adjustments to the conversion rate of Series D Preferred Stock.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt levels, or liquidity metrics. The document focuses exclusively on the mechanics of preferred stock conversion rates and dividend history.
Material Changes
Series D Preferred Stock Conversion Rate Adjustment:
- Trigger: The company declared and paid dividends on Series D Preferred Stock in excess of the "reference dividend" for every quarter from December 31, 2008, through June 30, 2010.
- Result: These excess dividends triggered an adjustment to the conversion rate.
- New Rate: 0.6030 shares of common stock per $25.00 liquidation preference.
- Effective Date: June 11, 2010.
Current Conversion and Exchange Rates (as of June 11, 2010):
| Security | Rate |
|---|---|
| 4.375% Series C Cumulative Convertible Preferred Stock | 0.5225 shares per $25.00 liquidation preference |
| 5.500% Series D Cumulative Convertible Preferred Stock | 0.6030 shares per $25.00 liquidation preference |
| 4.125% Exchangeable Senior Debentures due 2026 | 31.4110 shares per $1,000 principal amount |
| 5.50% Exchangeable Senior Debentures due 2029 | 23.2558 shares per $1,000 principal amount |
Guidance, Outlook, and Risks
Future Adjustments: The filing notes that adjustments to the conversion rate are not required until the adjustment would result in a change of at least 1% of the conversion rate. Any adjustment not made is carried forward and accounted for in future adjustments.
Legal Status: The information is furnished pursuant to Item 7.01 (Regulation FD) and is not deemed "filed" for purposes of Section 18 of the Exchange Act. It shall not be incorporated by reference into other filings.
Investor Verification Checklist
- Verify the exact number of Series D Preferred Stock shares outstanding to calculate the total dilution impact of the new 0.6030 conversion rate.
- Review the Articles Supplementary dated February 5, 2008, to confirm the specific "reference dividend" threshold and adjustment mechanics.
- Confirm whether the 1% adjustment threshold has been met for any other convertible securities listed in the filing.
- Check subsequent filings to see if further dividend payments have triggered additional conversion rate adjustments.