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OFFON

QTS REALTY TRUST, INC.

(QTS)
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QTS REALTY TRUST, INC. : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

08/31/2021 | 05:28pm EDT

Item 1.02. Termination of a Material Definitive Agreement

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On August 31, 2021, in connection with the Mergers, the Company caused the repayment in full of all indebtedness, liabilities and other obligations under, and terminated, each of (i) the Seventh Amended and Restated Credit Agreement, dated as of October 18, 2019, by and among the Partnership, KeyBank National Association, as agent, the lenders party thereto, KeyBanc Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Regions Capital Markets and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners with respect to the Revolving Credit Loans, Term Loans A and Term Loans B, KeyBanc Capital Markets, Inc., Regions Capital Markets, SunTrust Robinson Humphrey, Inc. and TD Securities (USA) LLC as joint lead arrangers and joint bookrunners with respect to the Term Loans C, and Bank of America, N.A., Regions Bank and TD Securities (USA) LLC, as co-syndication agents (the "Credit Agreement"), (ii) the Term Loan Agreement, dated as of October 16, 2020, by and among the Partnership, KeyBank National Association, as agent, the lenders party thereto, KeyBanc Capital Markets, Inc., BMO Capital Markets, Inc. and PNC Capital Markets LLC, as joint lead arrangers and joint book runners, and TD Securities (USA) LLC and Truist Bank, as co-documentation agents (the "Term Loan Agreement"), (iii) the Fifth Amended and Restated Unconditional Guaranty of Payment and Performance, dated as of October 18, 2019, by the Company (to KeyBank National Association), and (iv) the Unconditional Guaranty of Payment and Performance, dated as of October 16, 2020, by the Company (to KeyBank National Association). The Company did not incur any material early termination penalties as a result of such terminations.

On August 31, 2021, in connection with the Mergers, the Partnership provided notices of redemptions in respect of all of its outstanding $500 million aggregate principal amount of its 3.875% senior notes due 2028 (the "Senior Notes"). On September 10, 2021, $200 million in aggregate principal amount of the Senior Notes will be redeemed, with the remaining $300 million redeemed on September 11, 2021, conditioned upon the occurrence of the first redemption, in each case in accordance with the Indenture (the "Indenture"), dated October 7, 2020, by and among the Partnership, QTS Finance Corporation, the Company, certain subsidiaries of the Partnership and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). In connection with the redemption of the Senior Notes, the Partnership has caused to be irrevocably deposited with the Trustee cash in an amount sufficient to pay the redemption prices payable in respect of all outstanding Senior Notes (including accrued and unpaid interest and applicable premiums on the Senior Notes to, but excluding, the applicable redemption dates), and all other sums payable by the Partnership under the Indenture. On August 31, 2021, at the request of the Partnership and pursuant to the provisions of the Indenture, the Trustee discharged the Indenture (other . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the terms and conditions of the Merger Agreement, at or immediately prior to, as applicable, the effective time of the Company Merger (the "Company Merger Effective Time"), among other things:

· Company Shares: Each share of Class A Common Stock of the Company, par value

   $0.01 per share (each, a "Company Class A Share") and each share of Class B
   Common Stock of the Company, par value $0.01 per share (each, a "Company Class
   B Share" and together with the Company Class A Shares, the "Company Shares"),
   other than Company Shares or any other shares of Company preferred stock owned
   by Parent, Merger Sub I or any subsidiary of Parent, the Company or Merger Sub
   I (such shares, the "Excluded Shares"), issued and outstanding immediately
   prior to the Company Merger Effective Time was automatically converted into the
   right to receive an amount in cash equal to $78.00 (the "Per Company Share
   Merger Consideration"), without interest;



· Series A Preferred Stock: Each share of 7.125% Series A Cumulative Redeemable

   Perpetual Preferred Stock of the Company, par value $0.01 per share (each, a
   "Company Series A Preferred Share") (other than any Excluded Shares) issued and
   outstanding immediately prior to the Company Merger Effective Time was
   automatically converted into the right to receive the redemption price per
   share equal to an amount in cash equal to $25.2325521, without interest (the
   "Per Series A Preferred Merger Consideration");


· Series B Preferred Stock: Each share of 6.50% Series B Cumulative Convertible

   Perpetual Preferred Stock, par value $0.01 per share (each, a "Company Series B
   Preferred Share") (other than any Excluded Shares) issued and outstanding
   immediately prior to the Company Merger Effective Time was automatically
   converted into one 6.50% Series A Cumulative Convertible Perpetual Preferred
   Limited Liability Company Unit of the Surviving Company (the "Series A
   Preferred Unit");



· Stock Options: Each option to purchase Company Shares (each, a "Company

   Option") outstanding immediately prior to the Company Merger Effective Time was
   automatically cancelled in exchange for a cash payment in an amount in cash
   equal to (i) the number of Company Shares subject to the Company Option
   immediately prior to the Company Merger Effective Time multiplied by (ii) the
   excess (if any) of the Per Company Share Merger Consideration over the per
   share exercise price applicable to the Company Option (less any applicable
   income and employment withholding taxes);









· Restricted Share Awards: Each award of restricted Company Shares (each, a

"Company Restricted Share Award") outstanding immediately prior to the Company

Merger Effective Time was cancelled in exchange for a cash payment in an amount

in cash equal to (i) the number of Company Shares subject to the Company

Restricted Share Award immediately prior to the Company Merger Effective Time . . .

Item 3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or

            Standard; Transfer of Listing



The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On August 31, 2021, in connection with the completion of the Company Merger, Merger Sub I requested that the New York Stock Exchange (the "NYSE") suspend trading in the Company Shares and file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting from the NYSE and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the Company Shares, Company Series A Preferred Shares and Company Series B Preferred Shares. Following the effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 requesting the termination of registration of the Company Shares, Company Series A Preferred Shares and Company Series B Preferred Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13(a) and 15(b) of the Exchange Act with respect to the Company Shares, Company Series A Preferred Shares and Company Series B Preferred Shares.

Item 3.03. Material Modification to Rights of Security Holders

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the Company Merger Effective Time, (i) the holders of Company Shares outstanding immediately before the Company Merger ceased to have any rights as stockholders of the Company (other than their right to receive the Per Company Share Merger Consideration) and (ii) the holders of the Company Series A Preferred Shares outstanding immediately before the Company Merger ceased to have any rights as stockholders of the Company (other than the right to receive the Per Series A Preferred Merger Consideration).

At the Company Merger Effective Time, the Company Series B Preferred Shares automatically converted into Series A Preferred Units. Therefore, the holders of the Company Series B Preferred Shares outstanding immediately before the Company Merger ceased to have any rights as stockholders of the Company and instead have the rights of holders of the Series A Preferred Units of the Surviving Company. The terms of the Series A Preferred Units, which are set forth in an exhibit to the Amended and Restated Limited Liability Company Agreement of Merger Sub I, dated August 30, 2021 (the "Series A Preferred Terms"), are materially the same as the terms of the Company Series B Preferred Shares set forth in the Articles Supplementary classifying and designating the Company Series B Preferred Shares (the "Articles Supplementary"), with changes to such terms as were required pursuant to and made in compliance with the Articles Supplementary. Pursuant to the Series A Preferred Terms, beginning on the date of the Company Merger Effective Time and ending at the close of business on October 14, 2021, each holder of Series A Preferred Units has the right to convert each Series A Preferred Unit into cash in an amount equal to $172.84, which amount represents the product of (x) $78.00 (which amount represents the Reference Property (as defined in the Series A Preferred Terms)) and (y) 2.2159 (which amount represents the sum of (a) the conversion rate of 2.1462 and (b) 0.0697, the Make-Whole Premium (as defined in the Series A Preferred Terms)). After October 14, 2021, holders of Series A Preferred Units will cease to have the right to receive the Make-Whole Premium and will only have the right to convert such units into cash in an amount equal to $167.40 per unit. Pursuant to the Series A Preferred Terms, at any time after July 20, 2023, the Surviving Company shall have the right, at its option, to cause each Series A Preferred Unit to be automatically converted into $167.40.

The foregoing description of the Series A Preferred Terms is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A Preferred Terms, which is included as Exhibit A to the Amended and Restated Limited Liability Company Agreement of Merger Sub I filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant

The information provided in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the completion of the Company Merger, a change in control of the Company occurred, and Merger Sub I, as successor by merger to the Company, remains a subsidiary of Parent, an affiliate of Blackstone Inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Mergers and pursuant to the Merger Agreement, the Company ceased to exist and Merger Sub I continued as the surviving entity. All members of the board of directors of the Company ceased to be directors at the Company Merger Effective Time by operation of the Company Merger.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

            Year



The information provided in the Introductory Note and Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.


 Item 8.01. Other Events



On August 31, 2021, the Company issued a press release announcing the completion of the Mergers. The full text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits



(d)  Exhibits



Exhibit
Number     Exhibit Description
  3.1           Amended and Restated Limited Liability Company Agreement of Volt
              Lower Holdings LLC (renamed QTS Realty Trust, LLC at the Company
              Merger Effective Time), dated as of August 30, 2021 (including
              Exhibit A, Terms of the 6.50% Series A Cumulative Convertible
              Perpetual Preferred Limited Liability Company Units)*
  99.1          Press Release dated August 31, 2021.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).
              * Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and
              exhibits have been omitted. The registrant hereby agrees to furnish a
              copy of any omitted schedule or exhibit to the SEC upon request by
              the SEC.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 537 M - -
Net income 2020 15,9 M - -
Net Debt 2020 1 955 M - -
P/E ratio 2020 -131x
Yield 2020 3,04%
Capitalization 6 012 M 6 012 M -
EV / Sales 2019 9,77x
EV / Sales 2020 11,1x
Nbr of Employees 634
Free-Float 99,1%
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Managers and Directors
Jeffrey H. Berson Chief Financial Officer
Brent Bensten Chief Technology Officer
David S. Robey Chief Operating Officer
Stephen W. Douglas Executive Vice President-Finance
Matt N. Thomson Secretary, Vice President & General Counsel
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