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.
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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 theSurviving 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.
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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
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
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Exhibit Description 3.1 Amended and Restated Limited Liability Company Agreement of VoltLower Holdings LLC (renamedQTS Realty Trust, LLC at the Company Merger Effective Time), dated as ofAugust 30, 2021 (including Exhibit A, Terms of the 6.50% Series A Cumulative Convertible Perpetual Preferred Limited Liability Company Units)* 99.1 Press Release datedAugust 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 theSEC upon request by theSEC .
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