Additional Proxy Soliciting Materials (definitive) (defa14a)
June 07 2021 - 4:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
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Filed by a Party other than the Registrant ¨
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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QTS REALTY TRUST, INC.
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(Name of Registrant as Specified In Its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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Date Filed:
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QTS Sales Force FAQ
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QTS announced that we have entered into an agreement to be acquired by Blackstone funds.
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By joining forces with Blackstone, we will gain a partner with the consistent access to capital, resources and expertise to help drive
the continued expansion of QTS.
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With Blackstone’s support, we expect to expand the reach of our data center footprint and further differentiate our innovative
solutions for new and existing customers.
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We are confident that this is the right step for QTS’ future and will better position us to serve our valued customers.
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Blackstone is one of the leading investment firms in the world with deep expertise, valuable relationships, and a long, successful
track record of building world class businesses, as well as premier real estate and technology portfolios.
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We are pleased that Blackstone has decided to further its investment in the data center space by partnering with QTS, and we look
forward to working closely together to build on our strong foundation.
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Blackstone understands that data has never been more important to organizations around the world, and that QTS is well positioned
for continued expansion to ensure our customers receive the tailored, secure and efficient solutions they have come to expect from QTS.
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With Blackstone’s support, we expect to have the additional capital, resources and expertise to accelerate innovation and provide
even more tailored and sophisticated solutions to our customers.
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3.
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How will this transaction benefit customers?
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Through this transaction, we will gain a partner with the consistent access to capital, resources and expertise to help drive the
continued expansion of QTS and position us to better serve our customers.
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With Blackstone’s support, we expect to expand the reach of our data center footprint and further differentiate our innovative
solutions for new and existing customers.
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As we enter this new chapter for QTS, you can expect us to continue to provide the solutions and services you rely on, and maintain
our customer-first approach that has made us the strategic partner that supports your digital transformation initiatives.
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Will there be any immediate changes for QTS customers as a result of this transaction? What should customers expect in the months
ahead?
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No. Until the transaction closes, which we expect to occur in the second half of 2021, QTS will remain an independent company.
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This means we will continue to operate as usual and you will see no changes in the way we work with you. Our customers remain our
top priority, and we are focused on making this transition as seamless as possible for you.
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Even after closing, we don’t anticipate any changes to the way we operate or work with you, and you can expect to continue to
work with the QTS team that supports your project. We expect this will be a seamless transition of ownership, creating exciting new opportunities
to drive continued QTS’ growth without impacting our business relationships, culture or commitment to serving our customers.
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Rest assured that, regardless of our change in ownership, one thing that will never change is our customer-first approach that has
made us the strategic partner that supports your digital transformation initiatives.
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We are committed to keeping you informed, and will continue to update you as appropriate as we work through this process.
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5.
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Will the transaction impact Federal customers?
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Through this transaction, we will gain a partner with the consistent access to capital, resources expertise to help drive the continued
expansion of QTS and position us to better serve our customers.
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We do not expect this transaction to have any impact on the way we work with our Federal customers and we are confident that, with
Blackstone’s support, we will be able to provide you with even more innovative solutions.
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As we enter this new chapter for QTS, you can expect us to continue to provide the solutions and services you rely on, and maintain
our customer-first approach that has made us the strategic partner that supports your digital transformation initiatives.
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6.
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What does this mean for NL datacenters / clients?
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We do not expect any changes to our relationship as a result of this transaction.
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Importantly, until the transaction closes, which we expect to occur in the second half of 2021, QTS will remain an independent company.
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This means we will continue to operate as usual and you will see no changes in the way we work with you.
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Our customers remain our top priority, and we are focused on making this a seamless process for you.
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7.
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What does this mean for QTS’ strategy in the U.S. and globally? Given potential private equity ownership of QTS, is QTS going
to change the way it operates?
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This transaction is about a change in ownership, not a change in strategy. Following the close of the transaction, we expect to operate
much as we do today.
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Blackstone understands that data has never been more important to organizations around the world, and that QTS is well positioned
for continued expansion to ensure our customers receive the tailored, secure and efficient solutions they have come to expect from QTS.
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Blackstone is excited about the opportunities ahead for QTS and is committed to providing us with consistent access to capital, resources
and expertise to increase investments in our platform and build on our strong foundation.
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With Blackstone’s support, we expect to expand the reach of our data center footprint and further differentiate our innovative
solutions for new and existing customers.
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8.
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What is Blackstone’s strategy in the data center market?
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Blackstone understands that data has never been more important to organizations around the world. Blackstone is excited about the
data center industry, and we are pleased that they have decided to partner with us to further their investment in their portfolio.
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Blackstone also recognizes that QTS is well positioned for continued growth, and is focused on helping us expand the reach of our
data center footprint and further differentiate our innovative solutions for new and existing customers.
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With Blackstone’s support, we expect to have the financial flexibility to support our strategic priorities and drive future
growth.
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9.
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Will there be any changes to customer contracts or pricing as a result of this announcement?
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We do not expect any changes to current contracts or pricing as a result of this transaction.
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Importantly, until the transaction closes, which we expect to occur in the second half of 2021, QTS will remain an independent company.
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This means we will continue to operate as usual and you will see no changes in the way we work with you.
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Our customers remain our top priority, and we are focused on making this a seamless process for you.
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10.
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Will there be any changes to the solutions or services that you offer?
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Until the transaction closes, which we expect to occur in the second half of 2021, it is business as usual at QTS.
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This means that you should see no changes in the way we work with you, and we will continue to offer the same services and solutions
that you rely on to support your digital transformation initiatives.
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Our customers remain our top priority, and we are focused on making this a seamless process for you.
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11.
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Will my point of contact at QTS change?
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You should continue to reach out to your normal QTS contact.
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We are focused on making this process as seamless for you as possible, and we will continue to keep you informed as appropriate as
we work through this process.
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12.
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Where can I find additional information?
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We will keep you updated on important milestones as we progress throughout the process. As always, if you have any questions, please
reach out to your usual QTS contact.
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Thank you for your continued support.
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Additional Information and Where to Find It
In connection with the proposed transaction, QTS intends to file with
the Securities and Exchange Commission (the “SEC”) a proxy statement on Schedule 14A. Promptly after filing its definitive
proxy statement with the SEC, QTS intends to mail the definitive proxy statement and a proxy card to each stockholder entitled to vote
at the special meeting relating to the proposed transaction. INVESTORS AND SECURITY HOLDERS OF QTS ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT QTS FILES WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive
proxy statement, the preliminary proxy statement and any other documents filed by QTS with the SEC may be obtained free of charge at the
SEC’s website at www.sec.gov or at QTS’ website at www.qtsdatacenters.com or by writing to QTS Realty Trust, Inc., Attn:
Investor Relations, 12851 Foster Street, Overland Park, KS 66213.
QTS and its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from QTS’ stockholders with respect to the proposed transaction. Information
about QTS’ directors and executive officers and their ownership of QTS securities is set forth in QTS’ proxy statement for
its 2021 annual meeting of stockholders on Schedule 14A filed with the SEC on March 18, 2021. To the extent holdings of QTS’
securities by directors and executive officers have changed since the amounts disclosed in QTS’ proxy statement, such changes have
been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. You can obtain free copies
of these documents at the SEC’s website at www.sec.gov or by accessing QTS’ website at www.qtsdatacenters.com. Additional
information regarding the identity of participants in the solicitation of proxies, and their direct or indirect interests in the proposed
transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC
in connection with the proposed transaction.
Cautionary Statement Regarding Forward Looking Statements
Some of the statements contained in this communication constitute forward-looking
statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections,
future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In
some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,”
“should,” “expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words
or phrases which are predictions of or indicate future events, or trends, expected benefits of the transaction or statements about future
performance and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy,
plans or intentions.
The forward-looking statements contained in this communication
reflect QTS’ current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions
and changes in circumstances that may cause actual results and future events to differ significantly from those expressed in any
forward-looking statement. The following factors, among others, could cause actual results and future events to differ materially
from those set forth or contemplated in the forward-looking statements: the ability of QTS to obtain stockholder approval required
to consummate the proposed transaction; the satisfaction or waiver of other conditions to closing in the definitive agreement for
the proposed transaction; unanticipated difficulties or expenditures relating to the proposed transaction; the response of customers
and business partners to the announcement of the proposed transaction; potential difficulties in employee retention as a result of
the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the
proposed transaction; the outcome of legal proceedings that may be instituted against QTS, its directors and others related to the
proposed transaction; adverse economic or real estate developments in QTS’ markets or the technology industry; global,
national and local economic conditions; risks related to QTS’ international operations; risks related to the COVID-19
pandemic, including adverse impacts on the economy and our and our customers’ business; significant increases in construction
and development costs; the increasingly competitive environment in which QTS operates; defaults on, or termination or non-renewal
of, leases by customers; decreased rental rates or increased vacancy rates; increased interest rates and operating costs, including
increased energy costs; dependence on third parties to provide Internet, telecommunications and network connectivity to QTS’
data centers; QTS’ failure to qualify and maintain its qualification as a REIT; environmental uncertainties and risks related
to natural disasters; financial market fluctuations; changes in real estate and zoning laws, revaluations for tax purposes and
increases in real property tax rates; and limitations inherent in QTS’ current and any future joint venture investments, such
as lack of sole decision-making authority and reliance on QTS’ partners’ financial condition.
While forward-looking statements reflect QTS’ good faith beliefs, they are not guarantees of future performance or events. Any forward-looking statement speaks only
as of the date on which it was made. QTS disclaims any obligation to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.
For a further discussion of these and other factors that could cause QTS’ future results or events to differ materially from any
forward-looking statements, see the section entitled “Risk Factors” in QTS’ Annual Report on Form 10-K for the
year ended December 31, 2020 and in the other periodic reports QTS files with the SEC.
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