QTS Realty Trust (QTS) Announces Proposed 4M Class A Share Offering

QTS Realty Trust, Inc. (NYSE: QTS) today announced the commencement of an underwritten public offering of 4,000,000 shares of its Class A common stock ("common stock"), all of which will be offered, at the request of the Company, by the forward purchasers (as defined below) or their affiliates in connection with the forward sale agreements described below. The forward purchasers or their affiliates intend to grant the underwriters a 30-day option to purchase an aggregate of up to an additional 600,000 shares of common stock.

In connection with the offering of the Company's common stock, the Company expects to enter into separate forward sale agreements with each of BofA Securities and Morgan Stanley & Co. LLC or their affiliates (who are each referred to in such capacities as the "forward purchasers"), with respect to the shares of the Company's common stock covered by the offering. The forward purchasers or their affiliates are expected to borrow from third parties and sell shares of the Company's common stock to the underwriters in connection with the forward sale agreements.

Pursuant to the terms of the forward sale agreements, and subject to the Company's right to elect cash or net share settlement under the forward sale agreements, the Company intends to issue and sell, upon physical settlement of such forward sale agreements, 4,000,000 shares of its common stock to the forward purchasers (or an aggregate of 4,600,000 shares if the underwriters exercise their option to purchase additional shares in full) in exchange for cash proceeds per share equal to the applicable forward sale price per share, which will initially be the public offering price per share in the offering, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreements. The Company expects to physically settle the forward sale agreements in full and receive proceeds by June 30, 2021.

The Company will not initially receive any proceeds from the sale of shares of its common stock offered by the forward purchasers or their affiliates to the underwriters, except in certain circumstances described in the prospectus supplement relating to the offering.

When drawn, the Company intends to use the net proceeds of the offering to repay a portion of the amounts outstanding under the Company's unsecured revolving credit facility, for capital expenditures, including the development of properties in the Company's portfolio, and for other general corporate purposes.

The offering is being made pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission on April 17, 2019. A prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission.

BofA Securities, Morgan Stanley, Goldman Sachs & Co. LLC, Jefferies LLC and J.P. Morgan are joint book-running managers for the offering. The offering of these securities will be made only by means of a preliminary prospectus supplement and related base prospectus.

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