Blackstone Infrastructure Partners, L.P., a fund managed by The Blackstone Group Inc. (NYSE:BX), Blackstone Real Estate Income Trust Operating Partnership and other long-term perpetual capital vehicles managed by The Blackstone Group Inc. (the buyers) entered into an agreement to acquire QTS Realty Trust, Inc. (NYSE:QTS) for $6 billion on June 7, 2021. The consideration will consist of acquisition of all outstanding shares of common A stock and common B stock of QTS Realty Trust for $78 per share in an all-cash transaction valued at approximately $10 billion, including the assumption of debt. The buyers will pay $25 million for each 7.125% Series A Cumulative Redeemable Perpetual Preferred Stock and each 6.50% Series B Cumulative Convertible Perpetual Preferred Stock will automatically be converted into one Series A Preferred Unit of the surviving company. For each Class A Partnership Unit of QualityTech LP, other than those held by QTS Realty Trust, Inc., the buyer will pay $78 million per unit. For each restricted share awards and performance units, the buyer will pay $78 per unit. For options, the buyer will pay excess of per share merger consideration over exercise price per option. The definitive merger agreement includes a 40-day “go-shop” period that will expire on July 17, 2021, subject to extension under certain circumstances, which permits QTS and its representatives to actively solicit and consider alternative acquisition proposals. QTS Realty Trust, LLC will remain an independent company and will continue to operate as usual. Upon completion of the transaction, QTS' common stock will no longer be listed on the New York Stock Exchange. Upon completion of the transaction, it is expected QTS will maintain its corporate headquarters in Overland Park, Kansas. QTS has the right to terminate the definitive merger agreement with Blackstone to enter into a superior proposal subject to certain terms and conditions of the definitive merger agreement. The transaction may be terminated under certain circumstances. QTS Realty Trust, Inc. will pay a termination fee of $128 million if the agreement is terminated by QTS Realty Trust, Inc prior to the cut-off time to enter a superior proposal. QTS Realty Trust will be required to pay a termination fee equal to $220 million if the agreement is terminated on account of Board of QTS Realty making an adverse recommendation change, failing to publicly recommend against a tender offer or exchange offer within 10 business days after commencement thereof, QTS Realty Trust terminating the agreement on account of entering into a superior proposal and an alternative takeover proposal is received Board of QTS Realty Trust or publicly communicated, and the agreement is terminated by QTS Realty Trust because the outside date of December 7, 2021 has been reached or due to the failure to obtain requisite vote of QTS Realty Trust, or terminated for certain breaches by QTS Realty of its representations, warranties or covenants, and within 12 months of such termination, QTS Realty Trust enters into an alternative transaction or consummates a transaction for more than 50% of the QTS Realty Trust's stock or assets. Blackstone will pay a termination fee of $805 million. Upon completion of the transaction, it is expected QTS will continue to be led by its senior management team.

The transaction is subject to approval by QTS' stockholders, Blackstone Infrastructure Partners obtaining a tax opinion of Hogan Lovells US LLP or Paul, Weiss, Rifkind, Wharton & Garrison LLP, and the satisfaction of other customary closing conditions. The transaction was unanimously approved by the Board of Directors of QTS and Backstone. QTS Realty's board of directors recommends that shareholders vote “FOR” the approval of the merger. The meeting of the shareholders is scheduled on July 23, 2021. The special meeting of QTS shareholders to approve the transaction will be held on August 26, 2021. The "go-shop" period expired on July 17, 2021. As of August 26, 2021, the transaction was approved by the stockholders of QTS Realty. The transaction is expected to close in the second half of 2021.

Jefferies LLC and Morgan Stanley & Co. LLC acted as financial advisors and fairness opinion providers and Hogan Lovells US LLP and Scott A. Barshay, Caith Kushner, John Kennedy, Scott Sontag, Patrick Karsnitz, Jarrett Hoffman, Lawrence Witdorchic, Jean McLoughlin, Meghan Fox, Salvatore Gogliormella, Claudine Meredith-Goujon, William O'Brien, Yuni Sobel, Marta Kelly, Matthew W. Abbott and Cullen L. Sinclair of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to QTS. Citigroup Global Markets Inc., Barclays, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC acted as financial advisors and Brian M. Stadler and Anthony F. Vernace of Simpson Thacher & Bartlett LLP acted as legal advisors to Blackstone. Steve Camahort, Frank Lopez and Joseph Opich of Paul Hastings LLP advised Jefferies and Morgan Stanley on the deal.

Blackstone Infrastructure Partners, L.P., a fund managed by The Blackstone Group Inc. (NYSE:BX), Blackstone Real Estate Income Trust Operating Partnership and other long-term perpetual capital vehicles managed by The Blackstone Group Inc. (the buyers) completed the acquisition of QTS Realty Trust, Inc. (NYSE:QTS) on August 31, 2021.