OVERLAND PARK, Kan., June 20, 2018 /PRNewswire/ — QTS Realty Trust, Inc. (the “Company”) (NYSE: QTS) today announced the upsize and pricing of an underwritten public offering of 2,750,000 shares, or $275 million aggregate liquidation preference, of its 6.50% Series B Cumulative Convertible Perpetual Preferred Stock (“Series B Convertible Preferred Stock”). The offering was upsized from the previously announced offering size of 2,250,000 shares of Series B Convertible Preferred Stock. The Company estimates the net proceeds to it, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $265 million. The Company has also granted the underwriters a 30-day option to purchase an aggregate of up to an additional 412,500 shares of Series B Convertible Preferred Stock, or $41.25 million aggregate liquidation preference, solely to cover overallotments, at the public offering price.
The annual dividend on each share of Series B Convertible Preferred Stock is $6.50 and is payable when, as and if declared by the Company’s Board of Directors, quarterly in cash on each January 15, April 15, July 15 and October 15 of each year, commencing on October 15, 2018. Each share of Series B Convertible Preferred Stock has a liquidation preference of $100.00 per share and is initially convertible into 2.1264 shares of the Company’s Class A Common Stock (equal to an initial conversion price of approximately $47.03 per share). The Series B Convertible Preferred Stock is perpetual and may not be redeemed by the Company; however, the Company may, under certain circumstances on or after July 20, 2023, cause all outstanding shares of the Series B Convertible Preferred Stock to be automatically converted.
The Company intends to use the net proceeds of the offering to repay a portion of the amounts outstanding under its unsecured revolving credit facility and for other general corporate purposes. The shares are expected to be delivered on or about June 25, 2018, subject to the satisfaction of customary closing conditions.
The offering is being made pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission on March 28, 2016. A prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission.
Deutsche Bank Securities Inc., Jefferies LLC and Morgan Stanley & Co. LLC are joint book-running managers for the offering. A copy of the preliminary prospectus supplement, final prospectus supplement (when available) and the accompanying prospectus may be obtained from: Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, (800) 503-4611, prospectus.CPDG@db.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, (877) 821-7388, Prospectus_Department@Jefferies.com; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
QTS Realty Trust, Inc. is a leading provider of data center solutions across a diverse footprint spanning more than 6 million square feet of owned mega scale data center space throughout North America. Through its software-defined technology platform, QTS is able to deliver secure, compliant infrastructure solutions, robust connectivity and premium customer service to leading hyperscale technology companies, enterprises, and government entities.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In particular, statements pertaining to the Company’s capital resources, portfolio performance, results of operations, anticipated growth in the Company’s funds from operations and anticipated market conditions contain forward-looking statements. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You also can identify forward-looking statements by discussions of strategy, plans or intentions.
The forward-looking statements contained in this press release reflect the Company’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: adverse economic or real estate developments in the Company’s markets or the technology industry; obsolescence or reduction in marketability of the Company’s infrastructure due to changing industry demands; global, national and local economic conditions; the Company’s ability to successfully execute their restructuring plan and realize its expected benefits; risks related to the Company’s international operations; difficulties in identifying properties to acquire and completing acquisitions; the Company’s failure to successfully develop, redevelop and operate acquired properties or lines of business; significant increases in construction and development costs; the increasingly competitive environment in which the Company operates; defaults on, or termination or non-renewal of, leases by customers; decreased rental rates or increased vacancy rates; increased interest rates and operating costs, including increased energy costs; financing risks, including the Company’s failure to obtain necessary outside financing; dependence on third parties to provide Internet, telecommunications and network connectivity to the Company’s data centers; the Company’s failure to qualify and maintain its qualification as a real estate investment trust, or REIT; environmental uncertainties and risks related to natural disasters; financial market fluctuations; and changes in real estate and zoning laws, revaluations for tax purposes and increases in real property tax rates.
While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. Any forward-looking statements speak only as of the date on which they are made. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
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SOURCE QTS Realty Trust, Inc.
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