Item 7.01 Regulation FD Disclosure.
On June 7,
2021, QTS Realty Trust, Inc. (“QTS” or “the Company”) issued a press release announcing, among other things,
the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 7, 2021, by and among QTS, Volt
Upper Holdings LLC, Volt Lower Holdings LLC, Volt Acquisition LP, and QualityTech, LP, pursuant to which, subject to the terms and conditions
of the Merger Agreement, Blackstone Infrastructure Partners, Blackstone Real Estate Income Trust, Inc. and other long-term perpetual capital
vehicles managed by Blackstone will acquire all of the issued and outstanding shares of common stock of QTS in an all-cash transaction.
A copy of the press release is attached hereto as Exhibit 99.1.
The information
disclosed in this 7.01, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the
proposed merger transaction involving the Company. In connection with the proposed transaction, the Company 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, the Company 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 THE COMPANY ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY
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 the Company with the SEC may be obtained free of charge
at the SEC’s website at www.sec.gov or at the Company’s website at www.qtsdatacenters.com or by writing to QTS Realty Trust,
Inc., Attn: Investor Relations, 12851 Foster Street, Overland Park, KS 66213.
The Company and its directors and certain of its
executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect
to the proposed transaction. Information about the Company’s directors and executive officers and their ownership of the Company
securities is set forth in the Company’s 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 the Company’s securities by directors and executive officers have changed since
the amounts disclosed in the Company’s 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 the Company’s 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 Current
Report on Form 8-K 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 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
Current Report on Form 8-K reflect the Company’s 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 the Company to obtain stockholder
approval required to consummate the proposed transaction; the satisfaction or waiver of other conditions to closing in the Merger 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 the Company, its directors and others related to the proposed
transaction; adverse economic or real estate developments in the Company’s markets or the technology industry; global, national
and local economic conditions; risks related to the Company’s 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 the Company 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 the Company’s data centers;
the Company’s 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 the Company’s current and any future joint venture investments, such as lack of
sole decision-making authority and reliance on the Company’s partners’ financial condition.
While forward-looking statements
reflect the Company’s 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. The Company 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 the Company’s future results to differ materially from any
forward-looking statements, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2020 and in the other periodic reports the Company files with the SEC.