DUPONT FABROS TECHNOLOGY, INC. (NYSE:DFT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

On September8, 2017, DuPont Fabros Technology, Inc. (the “Company”), DuPont Fabros Technology, L.P. (the “Operating Partnership”) and U.S. Bank National Association, as trustee (the “Trustee”), entered into that certain Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture, dated as of June9, 2015, by and among the Operating Partnership, the Company, the other guarantors party thereto and the Trustee, relating to the Operating Partnership’s 5.625% Senior Notes due 2023, to cure an incorrect cross reference in Section10.04(a)(4) in the First Supplemental Indenture, dated as of June9, 2015.

The foregoing description is qualified in its entirety by the complete terms of the Second Supplemental Indenture, which is attached as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01.

The Company held a special meeting (the “Special Meeting”) of stockholders at 10:00 a.m., Eastern Time, on September13, 2017 at Market Square North, 401 9^th Street NW, 10^th Floor, Washington, DC 20004 to vote on the proposals set forth in the definitive joint proxy statement / prospectus dated August15, 2017 and first mailed to the Company’s stockholders on or about August15, 2017.

1. Company Merger. At the Special Meeting, the Company’s stockholders voted upon and approved a proposal (the “Merger Proposal”) for the Company to merge with and into Penguins REIT Sub, LLC (“REIT Merger Sub”), a wholly owned subsidiary of Digital Realty Trust, Inc. (“DLR”), to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June8, 2017, by and among the Company, the Operating Partnership, DLR, REIT Merger Sub, Digital Realty Trust, L.P., Penguins OP Sub 2, LLC and Penguins OP Sub, LLC. The votes on this proposal were as follows:

2. Advisory Vote on Executive Compensation. At the Special Meeting, the Company’s stockholders voted upon a non-binding advisory proposal of compensation that may be paid or become payable to certain executive officers of the Company in connection with the Merger Agreement and the transactions contemplated thereby. The votes on this proposal were as follows:

3. Adjournment of Special Meeting. Stockholder action on a third proposal, to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal, was not required and no vote was taken on that proposal.

(d) The following exhibits are filed as part of this report:

DUPONT FABROS TECHNOLOGY, INC. Exhibit
EX-4.1 2 d407228dex41.htm EX-4.1 EX-4.1 Exhibit 4.1       SECOND SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 8,…
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About DUPONT FABROS TECHNOLOGY, INC. (NYSE:DFT)

DuPont Fabros Technology, Inc. (DFT) is a real estate investment trust (REIT). The Company is a self-administered and self-managed company that owns, acquires, develops and operates wholesale data centers. The Company’s customers outsource their applications, and include national and international enterprises across various industries, such as technology, Internet content providers, media, communications, cloud providers, healthcare and financial services. Its data centers are located in four population centers: Northern Virginia; suburban Chicago, Illinois; Piscataway, New Jersey, and Santa Clara, California. The Company owns various properties, including approximately 10 operating data centers facilities; over three phases of existing data center facilities under development; approximately two data center facilities with phases that are available for future development, and over three parcels of land held for future development of data centers.