DUPONT FABROS TECHNOLOGY, INC. (NYSE:DFT) Files An 8-K Other Events
Item8.01. Other Events.
On February23, 2017, DuPont Fabros Technology, Inc. (the Company)
entered into separate equity distribution agreements (each,
individually, an Equity Distribution Agreement and collectively,
the Equity Distribution Agreements) with each of KeyBanc Capital
Markets Inc., Robert W. Baird Co. Incorporated, Credit Suisse
Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman,
Sachs Co., Raymond James Associates, Inc., RBC Capital Markets,
LLC, Stifel, Nicolaus Company, Incorporated, SunTrust Robinson
Humphrey, Inc. and TD Securities (USA) LLC (collectively, the
Sales Agents), to which the Company may issue and sell, from time
to time, through the Sales Agents its shares of common stock, par
value $0.001 per share (the Common Stock), having an aggregate
gross sales price of up to $200,000,000 (the Securities).
The Securities will be issued to a prospectus dated June2, 2015
and a prospectus supplement filed with the Securities and
Exchange Commission (the SEC) on February23, 2017, in connection
with one or more offerings of shares under the automatic shelf
registration statement on Form S-3 (Registration No.333-204635)
filed with the SEC on June2, 2015. Sales of the Securities made
to the Equity Distribution Agreements, if any, may be sold by any
method permitted by law deemed to be an at the market offering as
defined in Rule 415 of the Securities Act of 1933, as amended
(the Securities Act), including, without limitation, directly on
the New York Stock Exchange, or any other existing trading market
for the Securities or through a market maker, or, if agreed by
the Company and the Sales Agents, by any other method permitted
by law, including but not limited to in privately negotiated
transactions. The Company intends to use the net proceeds from
these sales, if any, for general corporate purposes, which may
include, without limitation, the repayment of borrowings under
its unsecured revolving credit facility and its unsecured term
loan, the construction of development properties, capital
expenditures and working capital.
The Company made certain customary representations, warranties
and covenants concerning the Company and the Securities in each
Equity Distribution Agreement and also agreed to indemnify the
Sales Agents against certain liabilities, including liabilities
under the Securities Act. From time to time, the Company has had
customary commercial and/or investment banking relationships with
the Sales Agents and/or certain of their affiliates.
The foregoing description of the material terms of the Equity
Distribution Agreements and the transactions contemplated thereby
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Equity Distribution
Agreements. Copies of the Equity Distribution Agreements are
filed as exhibits 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 1.8, 1.9 and
1.10 to this Current Report on Form 8-K and incorporated herein
by reference. The legal opinion relating to the Securities is
included as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to
sell or a solicitation of an offer to buy any securities, nor
shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
Item9.01. Financial Statements and Exhibits.
|
ExhibitNo. |
Description |
|
| 1.1 |
Equity Distribution Agreement, dated February 23, 2017, by and between the Company and KeyBanc Capital Markets Inc. |
|
| 1.2 |
Equity Distribution Agreement, dated February 23, 2017, by and between the Company and Robert W. Baird Co. Incorporated |
|
| 1.3 |
Equity Distribution Agreement, dated February 23, 2017, by and between the Company and Credit Suisse Securities (USA) LLC |
|
| 1.4 |
Equity Distribution Agreement, dated February 23, 2017, by and between the Company and Deutsche Bank Securities Inc. |
|
| 1.5 |
Equity Distribution Agreement, dated February 23, 2017, by and between the Company and Goldman, Sachs Co. |
|
| 1.6 |
Equity Distribution Agreement, dated February 23, 2017, by and between the Company and Raymond James Associates, Inc. |
|
| 1.7 |
Equity Distribution Agreement, dated February 23, 2017, by and between the Company and RBC Capital Markets, LLC |
|
| 1.8 |
Equity Distribution Agreement, dated February 23, 2017, by and between the Company and Stifel, Nicolaus Company, Incorporated |
|
| 1.9 |
Equity Distribution Agreement, dated February 23, 2017, by and between the Company and SunTrust Robinson Humphrey, Inc. |
|
| 1.10 |
Equity Distribution Agreement, dated February 23, 2017, by and between the Company and TD Securities (USA) LLC |
|
| 5.1 |
Opinion of Hogan Lovells US LLP regarding the legality of the Securities |
|
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1) |
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. DUPONT FABROS TECHNOLOGY, INC. (NYSE:DFT) Recent Trading Information
DUPONT FABROS TECHNOLOGY, INC. (NYSE:DFT) closed its last trading session up +1.19 at 51.26 with 770,660 shares trading hands.