OVERLAND PARK, Kan.,
July 20, 2021 /PRNewswire/ -- QTS
Realty Trust (NYSE: QTS) ("QTS" or "the Company") today announced
the expiration of the 40 day "go-shop" period pursuant to the
previously announced definitive merger agreement under which
Blackstone Infrastructure Partners, Blackstone Real Estate Income
Trust, Inc. and other long-term perpetual capital vehicles managed
by Blackstone will acquire all outstanding shares of QTS common
stock for $78.00 per share in an all
cash transaction. The "go-shop" period expired at 11:59 p.m. Eastern Time on July 17, 2021.
During the "go-shop" period, QTS, with the assistance of its
financial advisors Jefferies LLC and Morgan Stanley & Co. LLC,
actively solicited alternative acquisition proposals from
potentially interested third parties. None of the third parties
contacted by QTS or its financial advisors provided an alternative
acquisition proposal by the go-shop deadline.
Upon expiration of the go-shop period, pursuant to the merger
agreement, QTS became subject to customary "no-shop" provisions
that limit QTS and its representatives' ability to negotiate
alternative acquisition proposals with, or provide confidential
information to, third parties, subject to exceptions specified in
the merger agreement.
The transaction is expected to close in the second half of 2021,
subject to approval by QTS' stockholders and the satisfaction of
other customary closing conditions.
About QTS
QTS Realty Trust, Inc. (NYSE: QTS) is a leading provider of data
center solutions across a diverse footprint spanning more than 7
million square feet of owned mega scale data center space within
North America and Europe. Through its software-defined
technology platform, QTS is able to deliver secure, compliant
infrastructure solutions, robust connectivity and premium customer
service to leading hyperscale technology companies, enterprises,
and government entities. Visit QTS at www.qtsdatacenters.com, call
toll-free 877.QTS.DATA or follow on Twitter @DataCenters_QTS.
About Blackstone
Blackstone is one of the world's leading investment firms. We
seek to create positive economic impact and long-term value for our
investors, the companies we invest in, and the communities in which
we work. We do this by using extraordinary people and flexible
capital to help companies solve problems. Our $649 billion in assets under management include
investment vehicles focused on private equity, real estate, public
debt and equity, life sciences, growth equity, opportunistic,
non-investment grade credit, real assets and secondary funds, all
on a global basis. Further information is available at
www.blackstone.com. Follow Blackstone on Twitter @Blackstone.
Additional Information and Where to Find It
In connection with the proposed transaction, QTS filed a
preliminary proxy statement on Schedule 14A on July 8, 2021, with the Securities and Exchange
Commission (the "SEC"). 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 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.
QTS Investor Relations Contact:
Stephen Douglas
EVP Finance
Ir@qtsdatacenters.com
QTS Media Contact:
Carter B. Cromley
(703) 861-8245
carter.cromley@qtsdatacenters.com
or
Andrew Siegel / Viveca Tress / Lucas
Pers
Joele Frank
(212) 355-4449
Blackstone Media Contacts:
Paula Chirhart
(347) 463-5453
Paula.Chirhart@blackstone.com
or
Jeffrey Kauth
(212) 583-5395
Jeffrey.Kauth@Blackstone.com
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SOURCE QTS Realty Trust, Inc.
