Business Context and Reporting Period
Company: Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
Filing Type: Form 8-K (Current Report)
Date of Report: December 12, 2012
Primary Event: Regulation FD Disclosure regarding the distribution of a Notice of Adjustment to Exchange Rate for the operating partnership's 5.50% Exchangeable Senior Debentures due 2029.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios. The document focuses exclusively on the adjustment of conversion and exchange rates for specific securities.
| Security Instrument | Rate as of December 12, 2012 |
|---|---|
| 5.500% Series D Cumulative Convertible Preferred Stock | 0.6360 shares per $25.00 liquidation preference |
| 5.50% Exchangeable Senior Debentures due 2029 | 24.7390 shares per $1,000 principal amount |
Material Changes
The material change reported is the adjustment to the exchange rate for the 5.50% Exchangeable Senior Debentures due 2029 and the conversion rate for the 5.500% Series D Cumulative Convertible Preferred Stock. A Notice of Adjustment to Exchange Rate was distributed to holders on or around December 12, 2012.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no specific management commentary on operational outlook or guidance. It includes a standard disclaimer that the information is not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into other filings.
Risks and Contingencies: The document lists extensive forward-looking statement risks, including:
- Deterioration in global economic, credit, and market conditions (including U.S. government credit rating downgrade).
- Decreases in information technology spending due to economic slowdowns.
- Tenant risks: Dependence on significant tenants, bankruptcy/insolvency, defaults, or non-renewal of leases.
- Financing risks: Failure to obtain debt/equity financing, increased interest rates, and refinancing risks.
- Operational risks: Real estate valuation decreases, impairment charges, and difficulties in foreign jurisdictions.
- Regulatory risks: Failure to maintain REIT status and adverse changes to tax laws.
Investor Verification Checklist
- Verify the specific terms of the "Notice of Adjustment to Exchange Rate" attached as Exhibit 99.1.
- Confirm the impact of the new exchange rate (24.7390 shares per $1,000) on the value of the 5.50% Exchangeable Senior Debentures due 2029.
- Review the company's most recent Form 10-K and 10-Q filings for comprehensive financial data, as this 8-K does not provide revenue or earnings figures.
- Assess the current status of the 5.500% Series D Cumulative Convertible Preferred Stock conversion rate (0.6360 shares per $25.00).