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Form 8-K DUPONT FABROS TECHNOLOGY For: May 10

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May 10, 2016 5:09 PM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 10, 2016

Date of Report (Date of Earliest Event Reported)

 

 

DUPONT FABROS TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   001-33748   20 – 8718331

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

 

1212 New York Avenue, N.W., Suite 900

Washington, D.C. 20005

(Address of Principal Executive Offices) (Zip Code)

(202) 728-0044

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01. Other Events.

On May 10, 2016, DuPont Fabros Technology, Inc. (the “Company”) announced that on June 9, 2016 (the “Redemption Date”), the Company intends to redeem all of the shares of its 7.875% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) remaining issued and outstanding as of the Redemption Date and 2,650,000, representing approximately 39.8%, of its 6,650,000 outstanding shares of its 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), at a redemption price of $25.00 per share, plus the amount equal to all accrued and unpaid dividends on each share of Series A Preferred Stock and on each share of Series B Preferred Stock, respectively, to be redeemed from April 15, 2016 up to, but not including, the Redemption Date.

Dividends on the shares of Series A Preferred Stock and on the shares of Series B Preferred Stock that are to be redeemed will cease to accrue on the Redemption Date. Upon redemption, the shares of Series A Preferred Stock and the redeemed shares of Series B Preferred Stock will no longer be outstanding, and all rights of the holders will terminate, except the right of the holders to receive the cash payable upon such redemption, without interest. All shares of Series A Preferred Stock and all shares of Series B Preferred Stock are held in book-entry form through the Depository Trust Company (“DTC”). The Series A Preferred Stock will be redeemed in accordance with the procedures of DTC. The Series B Preferred Stock to be redeemed will be selected by lot in accordance with the procedures of DTC. Upon redemption, the Series A Preferred Stock will be delisted from trading on the New York Stock Exchange.

A copy of the Company’s press release announcing the redemption of the Series A Preferred Stock and the partial redemption of the Series B Preferred Stock is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
No.

   

Description

99.1    Press Release dated May 10, 2016

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      DUPONT FABROS TECHNOLOGY, INC.
May 10, 2016      

/s/ Richard A. Montfort, Jr.

      Richard A. Montfort, Jr.
      General Counsel and Secretary

EXHIBIT INDEX

 

Exhibit
No.

   

Description

99.1    Press Release dated May 10, 2016

Exhibit 99.1

DuPont Fabros Technology, Inc. Announces Redemption of 7.875% Series A Cumulative Perpetual Preferred Stock and Partial Redemption of 7.625% Series B Cumulative Perpetual Preferred Stock

Washington, D.C., May 10, 2016 – DuPont Fabros Technology, Inc. (NYSE: DFT) (the “Company”) today announced that it intends to redeem on June 9, 2016 (the “Redemption Date”) all of the shares of its 7.875% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) remaining issued and outstanding as of the Redemption Date and 2,650,000, representing approximately 39.8% of its 6,650,000 shares of its 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”). The shares of Series A Preferred Stock and Series B Preferred Stock will be redeemed at a redemption price of $25.00 per share, plus an amount equal to all accrued and unpaid dividends on each share of Series A Preferred Stock and on each share of Series B Preferred Stock, respectively, to be redeemed from April 15, 2016 to, but not including, the Redemption Date.

Dividends on the shares of Series A Preferred Stock and on the shares of Series B Preferred Stock that are to be redeemed will cease to accrue on the Redemption Date. Upon redemption, the shares of Series A Preferred Stock and the redeemed shares of Series B Preferred Stock will no longer be outstanding, and all rights of the holders of such shares will terminate, except the right of the holders to receive the cash payable upon such redemption, without interest. Upon redemption, the Series A Preferred Stock will be delisted from trading on the New York Stock Exchange.

All shares of Series A Preferred Stock and all shares of Series B Preferred Stock are held in book-entry form through the Depository Trust Company (“DTC”). The Series A Preferred Stock will be redeemed in accordance with the procedures of DTC. The Series B Preferred Stock to be redeemed will be selected by lot in accordance with the procedures of DTC. Payment to DTC for the shares of Series A Preferred Stock and the share of Series B Preferred Stock will be made by Computershare Inc. as redemption agent.

The address for the redemption agent is as follows:

Computershare Inc.

480 Washington Blvd, 29th Floor

Jersey City, New Jersey 07310

Attn: Kirsten M. Kulmaczewski, Corp Actions Relationship Manager

E-mail: [email protected]

This press release contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, the Company’s plans and expectations with respect to the redemption of shares of Series A Preferred Stock and shares of Series B Preferred Stock and other risk factors identified from time to time in the reports we filed with the Securities and Exchange Commission (the “SEC”). The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release. For a further discussion

of these and other factors that could cause future results to differ materially from any forward-looking statements, see the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and in other documents that the Company files from time to time with the SEC.

About DuPont Fabros Technology, Inc.

DuPont Fabros Technology, Inc. is a leading owner, developer, operator and manager of enterprise-class, carrier neutral, large multi-tenant wholesale data centers. The Company’s facilities are designed to offer highly specialized, efficient and safe computing environments in a low-cost operating model. The Company’s customers outsource their mission critical applications and include national and international enterprises across numerous industries, such as technology, Internet content providers, media, communications, cloud-based, healthcare and financial services. The Company’s 12 data centers are located in four major U.S. markets, which total 3.1 million gross square feet and 273 megawatts of available critical load to power the servers and computing equipment of its customers. DuPont Fabros Technology is a real estate investment trust (REIT) headquartered in Washington, D.C.

SOURCE: DuPont Fabros Technology, Inc.

Contacts:

Jeff Foster, Executive Vice President and Chief Financial Officer of DuPont Fabros Technology, Inc., +1-202-478-2333.

Steven Rubis, Vice President, Investor Relations of DuPont Fabros Technology, Inc., +1-202-478-2330


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