Digital Realty Trust, L.P. - FORM 8-K - EX-99.1 - NOTICE OF ADJUSTMENT TO EXCHANGE RATE - September 14, 2010
DIGITAL REALTY TRUST, L.P.
DIGITAL REALTY TRUST, INC.
September 14, 2010
The Depository Trust Company
55 Water Street
New York, NY 10041
Re: Notice of Adjustment to Exchange Rate of our 5.50% Exchangeable Senior Debentures due 2029
To the Holders of our 5.50% Exchangeable Senior Debentures due 2029:
Reference is made to the Indenture, dated as of April 20, 2009 (the Indenture), by and among Digital Realty Trust, L.P., a Maryland limited partnership (the Operating Partnership), as issuer, Digital Realty Trust, Inc., a Maryland corporation (the Corporation), as guarantor, and Wells Fargo Bank, National Association, as trustee, relating to the Operating Partnerships 5.50% Exchangeable Senior Debentures due 2029 (the Debentures). Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.
In each quarter beginning with the quarter ended September 30, 2009 and through the quarter ended September 30, 2010, the Corporation has declared and paid dividends on the Corporations common stock in excess of the Reference Dividend set forth in Section 13.05(d) of the Indenture (the Dividends). On an aggregate basis, the Dividends have triggered a requirement under Section 13.05(d) of the Indenture that the Exchange Rate of the Debentures be adjusted. Pursuant to Section 13.05 of the Indenture, adjustments to the Exchange Rate are not required until the adjustment would require an increase or decrease of at least 1% of the Exchange Rate; provided that any adjustment that is not made is carried forward and taken into account in any future adjustment.
Pursuant to Section 13.05 of the Indenture, the Corporation hereby gives notice to the holders of the Debentures that, effective September 13, 2010, the Exchange Rate has been adjusted to 23.5360 shares of Common Stock per each $1,000 principal amount of the Debentures, subject to adjustment as provided in the Indenture.