DUPONT FABROS TECHNOLOGY, INC. (NYSE:DFT) Files An 8-K Regulation FD Disclosure
Item7.01.
| Regulation FD Disclosure. |
On June9, 2017, DuPont Fabros Technology, Inc. (the Company) and
Digital Realty Trust, Inc. (DLR) issued a joint press release
announcing the execution of the Agreement and Plan of Merger (the
Merger Agreement) by and among the Company, DuPont Fabros
Technology, L.P., DLR, Digital Realty Trust, L.P., Penguins REIT
Sub, LLC, Penguins OP Sub, LLC and Penguins OP Sub 2, LLC. The
full text of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Also on June9, 2017, the Company posted an investor presentation
to its investor relations website at investors.dft.com related to
the transaction contemplated by the Merger Agreement (the
Mergers). The presentation provides information on both the
Company and DLR and an overview of the strategic rationale for
the transaction. The presentation is attached hereto as Exhibit
99.2.
The information furnished under this Item 7.01 of this Current
Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 shall
not be deemed to be filed for the purposes of Section18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section.
| Item8.01. | Other Events. |
The Company has also engaged in various communications with its
employees and customers concerning the Mergers. Copies of those
communications are attached as Exhibit 99.3, Exhibit 99.4 and
Exhibit 99.5 to this report.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or a
solicitation of an offer to buy any securities or a solicitation
of any vote or approval. This communication is being made in
respect of the proposed transaction involving the Company and
DLR. The proposed transaction will be submitted to the
stockholders of the Company and DLR for their consideration. In
connection with the proposed transaction, DLR intends to file
with the Securities and Exchange Commission (the SEC) a
registration statement on Form S-4 that will include a joint
proxy statement of the Company and DLR and that also constitutes
a prospectus of the Company. The Company and DLR plan to file
with the SEC other documents regarding the proposed transaction.
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY
OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. After the
registration statement has been declared effective by the SEC, a
definitive joint proxy statement/prospectus will be mailed to the
Companys stockholders. You may obtain copies of all documents
filed with the SEC concerning the proposed transaction, free of
charge, at the SECs website at www.sec.gov. In addition,
stockholders may obtain free copies of the documents filed with
the SEC by the Company by going to the Companys corporate website
at www.dft.com or by directing a written request to: DuPont
Fabros Technology, Inc., 401 9th St. NW, Suite 600, Washington,
DC 20004, Attention: Investor Relations.
Interests of Participants
The Company and DLR and each of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in
connection with the proposed transaction. Information regarding
the Companys directors and executive officers is set forth in the
Companys proxy statement for its 2017 annual meeting of
stockholders and its Annual Report on Form 10-K for the fiscal
year ended December31, 2016, which were filed with the SEC on
April13, 2017 and February23, 2017, respectively. Information
regarding DLRs directors and executive officers is set forth in
DLRs proxy statement for its 2017 annual meeting of stockholders
and its Annual Report on Form 10-K for the fiscal year ended
December31, 2016, which were filed with the SEC on March29, 2017
and March1, 2017, respectively. Additional information regarding
persons who may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction will be
contained in the proxy statement to be filed by DLR with the SEC
when it becomes available.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain forward-looking statements as
that term is defined by Section27A of the Securities Act of 1933,
as amended, and Section21E of the Securities Exchange Act of
1934, as amended. Statements that are predictive in nature, that
depend on or relate to future events or conditions, or that
include words such as believes, anticipates, expects, may, will,
would, should, estimates, could, intends, plans or other similar
expressions are forward-looking statements. Forward-looking
statements involve significant known and unknown risks and
uncertainties that may cause the Companys or DLRs actual results
in future periods to differ materially from those projected or
contemplated in the forward-looking statements as a result of,
but not limited to, the following factors: the failure to
receive, on a timely basis or otherwise, the required approvals
by the Companys or DLRs stockholders; the risk that a condition
to closing of the proposed transaction may not be satisfied; the
Companys or DLRs ability to consummate the Mergers; the
possibility that the anticipated benefits and synergies from the
proposed transaction cannot be fully realized or may take longer
to realize than expected; the possibility that costs or
difficulties related to the integration of the Companys and DLRs
operations will be greater than expected; operating costs and
business disruption may be greater than expected; the ability of
the Company, DLR or the combined company to retain and hire key
personnel and maintain relationships with providers or other
business partners pending the consummation of the transaction;
and the impact of legislative, regulatory and competitive changes
and other risk factors relating to the industries in which the
Company and DLR operate, as detailed from time to time in each of
the Companys and DLRs reports filed with the SEC. There can be no
assurance that the proposed transaction will in fact be
consummated.
Additional information about these factors and about the material
factors or assumptions underlying such forward-looking statements
may be found under Item1.A in each of the Companys and DLRs
Annual Report on Form 10-K for the fiscal year ended December31,
2016. The Company and DLR caution that the foregoing list of
important factors that may affect future results is not
exhaustive. When relying on forward-looking statements to make
decisions with respect to the proposed transaction, stockholders
and others should carefully consider the foregoing factors and
other uncertainties and potential events. All subsequent written
and oral forward-looking statements concerning the proposed
transaction or other matters attributable to
the Company and DLR or any other person acting on their behalf
are expressly qualified in their entirety by the cautionary
statements referenced above. The forward-looking statements
contained herein speak only as of the date of this communication.
Neither the Company nor DLR undertakes any obligation to update
or revise any forward-looking statements for any reason, even if
new information becomes available or other events occur in the
future, except as may be required by law.
| Item9.01. | Financial Statements and Exhibits. |
|
Exhibit No. |
Description |
|
| 99.1 | Press Release of the Company and DLR, dated June9, 2017 | |
| 99.2 | Investor Presentation | |
| 99.3 |
Email to Company Employees, distributed by the Company on June9, 2017 |
|
| 99.4 |
Email to Company Customers, distributed by the Company on June9, 2017 |
|
| 99.5 |
QA for Company Employees, distributed by the Company on June9, 2017 |
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.