DFT Dupont Fabros Technology, Inc. (delisted)

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On September 14, 2017, pursuant to the Merger Agreement, (i) DFT merged with and into REIT Merger Sub and the separate corporate existence of DFT ceased and REIT Merger Sub continued on as the surviving entity of the REIT Merger and (ii) Partnership Merger Sub merged with and into DFT LP and DFT LP continued as the surviving partnership of the Partnership Merger.

Pursuant to the terms and conditions in the Merger Agreement, at the REIT Merger Effective Time, (i) each share of common stock, $0.001 par value per share, of DFT (the “DFT Common Stock”) issued and outstanding immediately prior to the REIT Merger Effective Time was converted into the right to receive 0.545 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock of DLR, $0.01 par value per share (the “DLR Common Stock”), and a cash payment in lieu of any fractional share of DLR Common Stock that otherwise would be issued equal to that fraction of a share of DLR Common Stock multiplied by $121.91 (the “Common Consideration”); and (ii) each share of 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, of DFT (the “DFT Series C Preferred Stock”) was converted into the right to receive one validly issued, fully paid and nonassessable share of a newly designated class of preferred stock of DLR, the 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share of DLR, having substantially similar rights, privileges, preferences and interests as the DFT Series C Preferred Stock (the “DLR Series C Preferred Stock” and such consideration, the “Preferred Consideration” and, together with the Common Consideration, the “Merger Consideration”).

At the Partnership Merger Effective Time, each unit of partnership interests in DFT LP issued and outstanding immediately prior to the Partnership Merger Effective Time held by a limited partner of DFT LP was converted into the right to receive (i) 0.545 common units in DLR LP and a cash payment in lieu of any fractional common units in DLR LP that otherwise would be issued equal to that fraction of a common unit in DLR LP multiplied by $121.91, or (ii) in the alternative upon a limited partner’s election, the Common Consideration. The membership interests of Partnership Merger Sub issued and outstanding immediately prior to the effective time of the Partnership Merger were cancelled and retired and ceased to exist, and no payment was made with respect thereto.

In addition, at the REIT Merger Effective Time, (i) each outstanding share of restricted DFT Common Stock (each, a “Restricted DFT Share”) granted under DFT’s 2007 Equity Compensation Plan or DFT’s 2011 Equity Incentive Plan, in each case, as amended from time to time (together, the “DFT Equity Plans”), vested and all restrictions thereon lapsed, and each such Restricted DFT Share was cancelled in exchange for the right to receive the Common Consideration, and (ii) each outstanding award of performance stock units granted under the DFT Equity Plans (the “DFT PSUs”) vested between the target and maximum performance levels with respect to the DFT PSUs granted in 2015 and at the maximum performance level with respect to the DFT PSUs granted in 2016 and 2017, in each case based on actual performance through the REIT Merger Effective Time in accordance with the applicable DFT PSU award agreement, and each such vested DFT PSU was cancelled and converted into the right to receive the Common Consideration.

DFT, DFT LP and certain limited partners of DFT LP were party to a tax protection agreement (the “DFT Tax Protection Agreement”) which provided, among other things, that DFT LP and DFT would make certain debt allocations to such limited partners for purposes of protecting such limited partners’ tax bases in DFT LP. Pursuant to the Merger Agreement, DLR and DLR LP have entered into a new tax protection agreement with similar terms with such limited partners who agreed to enter into such agreement in order to replace the DFT Tax Protection Agreement. The DFT Tax Protection Agreement remains in effect for any such limited partners who did not agree to enter into the new tax protection agreement.

The foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement is only a summary and is subject to, and qualified in its entirety by, reference to the full text of the Merger Agreement, a copy of which is included herewith as Exhibit 2.1 and the terms of which are incorporated herein by reference.