QTS / Qts Realty Trust Inc - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

QTS.PRB / QTS Realty Trust, Inc. 6.50% Series B Cumulative Convertible Perpetual Preferred Stock / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* QTS Realty Trust (Name of Issuer) Common (Title of Class of Securities) 74736A301 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

QTS / QTS Realty Trust Inc / Zimmer Partners, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Commission File Number: 001-36109 QTS REALTY TRUST, INC. (QTS Realty Trust, LLC as successor by mer

QTS / QTS Realty Trust Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: QTS Realty Trust Inc. Class A Title of Class of Securities: REIT CUSIP Number: 74736A103 Date of Event Which Requires Filing of this Statement: August 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 13, 2021, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 13, 2021, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 13, 2021, pursuant to the provisions of Rule 12d2-2 (a).

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

Amended and Restated Limited Liability Company Agreement of Volt Lower Holdings LLC (renamed QTS Realty Trust, LLC at the Company Merger Effective Time), dated as of August 30, 2021 (including Exhibit A, Terms of the 6.50% Series A Cumulative Convertible Perpetual Preferred Limited Liability Company Units)*

Exhibit 3.1 amended & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VOLT LOWER HOLDINGS LLC This Amended and Restated Limited Liability Company Agreement (this ?Agreement?) of Volt Lower Holdings LLC, a Delaware limited liability company, is entered into as of August 30, 2021, by Volt Upper Holdings LLC, a Delaware limited liability company, as the managing member of the Company (the ?Managing M

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

Blackstone Funds Complete Acquisition of QTS Realty Trust

Exhibit 99.1 Blackstone Funds Complete Acquisition of QTS Realty Trust NEW YORK and OVERLAND PARK, Kan. ? August 31, 2021 ? Blackstone (NYSE: BX) and QTS Realty Trust (NYSE: QTS) today announced that affiliates of Blackstone Infrastructure Partners, Blackstone Real Estate Income Trust, Inc., and Blackstone Property Partners have completed their previously announced acquisition of QTS Realty Trust

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 31, 2021 QTS Realty Trust, Inc. (QTS Realty Trust, LLC as successor by merger to QTS Realty Trust, Inc.) (Exact name of registrant as specified in its charter) Maryland 001-361

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 26, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction (Commission (I.R.S. Employer o

QTS Realty Trust Stockholders Approve Acquisition by Blackstone Funds

Exhibit 99.1 QTS Realty Trust Stockholders Approve Acquisition by Blackstone Funds OVERLAND PARK, Kan. ? August 26, 2021 ? QTS Realty Trust (NYSE: QTS) (?QTS? or ?the Company?) today announced that, at a Special Meeting of Stockholders held earlier today, QTS stockholders voted to approve the acquisition of QTS by affiliates of Blackstone Infrastructure Partners, Blackstone Real Estate Income Trus

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. )

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 Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 18, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction (Commission (I.R.S. Employer o

FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-36109 QTS Real

Second Amended and Restated Bylaws of QTS Realty Trust, Inc., as amended. +

Exhibit 3.2 QTS REALTY TRUST, INC. SECOND AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of QTS Realty Trust, Inc. (the ?Corporation?) shall be located at such place or places as the board of directors (the ?Board of Directors?) may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices at such places as the Board of D

Company Profile

Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income (Loss) 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 9 Implied Enterprise Value and Weighted Average Shares 10 Operating Portfolio Data Center Properties 11 NOI by Fa

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 3, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) ` Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission

June 30, 2021 (1)

Exhibit 99.1 QTS REPORTS SECOND QUARTER 2021 OPERATING RESULTS OVERLAND PARK, Kan. ? August 3, 2021 ? QTS Realty Trust, Inc. (?QTS? or the ?Company?) (NYSE: QTS) today announced operating results for the second quarter ended June 30, 2021. Second Quarter GAAP & Other Highlights Three Months Ended Six Months Ended June 30, June 30, ($ in thousands except per share data) 2021 2020 2021 2020 Total re

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

TABLE OF CONTENTS 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 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ?

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. )

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 Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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

TABLE OF CONTENTS 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 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ?

Agreement and Plan of Merger, dated as of June 7, 2021, by and among QTS Realty Trust, Inc., Volt Upper Holdings LLC, Volt Lower Holdings LLC, Volt Acquisition LP, and QualityTech, LP.*

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 7, 2021 BY AND AMONG QTS REALTY TRUST, INC., QUALITYTECH, LP, VOLT UPPER HOLDINGS LLC, VOLT LOWER HOLDINGS LLC AND VOLT ACQUISITION LP TABLE OF CONTENTS Page Article I THE MERGERS Section 1.1 The Mergers 2 Section 1.2 Governing Documents 3 Section 1.3 Officers, General Partner and Limited Partners of the Surviving Entities

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. )

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 Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Second Amendment to Second Amended and Restated Bylaws of QTS Realty Trust, Inc.

Exhibit 3.1 QTS REALTY TRUST, INC. AMENDMENT TO SECOND AMENDED AND RESTATED BYLAWS Effective June 6, 2021, the Second Amended and Restated Bylaws of QTS Realty Trust, Inc., a Maryland corporation, as amended, are hereby amended by adding the following as new Article XVII after existing Article XVI: ?ARTICLE XVII EXCLUSIVE FORUM FOR CERTAIN LITIGATION Unless the Corporation consents in writing to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 7, 2021 QTS Realty Trust, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 7, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction (Commission (I.R.S. Employer of i

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. )

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 Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Press Release issued June 7, 2021.

Exhibit 99.1 QTS Realty Trust to Be Acquired by Blackstone Funds in $10 Billion Transaction QTS Common Stockholders to Receive $78 Per Share in Cash Represents a Premium of 21% to QTS’ Closing Stock Price of $64.49 on June 4, 2021 OVERLAND PARK, Kan. and NEW YORK – June 7, 2021 – QTS Realty Trust (NYSE: QTS) (“QTS” or “the Company”) and Blackstone (NYSE: BX), today announced that they have entered

SUPPORT AGREEMENT

Exhibit 99.1 Execution Version SUPPORT AGREEMENT This Support Agreement (this ?Agreement?), dated as of June 7, 2021, is entered into by and between Volt Upper Holdings LLC, a Delaware limited liability company (?Parent?), and the undersigned stockholders (each, a ?Stockholder? and, together, the ?Stockholders?). RECITALS WHEREAS, concurrently herewith, QTS Realty Trust, Inc., a Maryland corporati

Support Agreement, dated as of June 7, 2021, by and between Volt Upper Holdings LLC and the stockholders party thereto

Exhibit A Execution Version SUPPORT AGREEMENT This Support Agreement (this ?Agreement?), dated as of June 7, 2021, is entered into by and between Volt Upper Holdings LLC, a Delaware limited liability company (?Parent?), and the undersigned stockholders (each, a ?Stockholder? and, together, the ?Stockholders?).

QTS / QTS Realty Trust Inc / Williams Chad L. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7)* Under the Securities Exchange Act of 1934 QTS Realty Trust, Inc. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 74736A 103 (CUSIP Number) Matt N. Thomson General Counsel QTS Realty Trust, Inc. 12851 Foster Street Overland Park, Kansas 66213 (913) 814-9988 (Name

* * * * *

Exhibit 99.2 June 7, 2021 Volt Upper Holdings LLC Volt Lower Holdings LLC Volt Acquisition LP c/o The Blackstone Group, Inc. 345 Park Avenue New York, NY 10154 Ladies and Gentlemen: Reference is made to (i) that certain Agreement and Plan of Merger dated as of June 7, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the ?Merger Agreement?) by and among the QTS Real

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 7, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction (Commission (I.R.S. Employer of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 7, 2021 QTS Realty Trust, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 7, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction (Commission (I.R.S. Employer of i

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. )

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 Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 7, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction (Commission (I.R.S. Employer of i

Letter Agreement, dated as of June 7, 2021, by and among Chad L. Williams, his affiliates signatory thereto, Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP

Exhibit B June 7, 2021 Volt Upper Holdings LLC Volt Lower Holdings LLC Volt Acquisition LP c/o The Blackstone Group, Inc.

QTS Realty Trust to Be Acquired by Blackstone Funds in $10 Billion Transaction QTS Common Stockholders to Receive $78 Per Share in Cash Represents a Premium of 21% to QTS’ Closing Stock Price of $64.49 on June 4, 2021

Exhibit 99.1 QTS Realty Trust to Be Acquired by Blackstone Funds in $10 Billion Transaction QTS Common Stockholders to Receive $78 Per Share in Cash Represents a Premium of 21% to QTS? Closing Stock Price of $64.49 on June 4, 2021 OVERLAND PARK, Kan. and NEW YORK ? June 7, 2021 ? QTS Realty Trust (NYSE: QTS) (?QTS? or ?the Company?) and Blackstone (NYSE: BX), today announced that they have entered

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. )

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 Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 4, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction (Commission (I.R.S. Employer of in

QTS Realty Trust, Inc. Amended and Restated 2013 Equity Incentive Plan

Exhibit 10.1 qts realty trust, inc. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 7 3.1. Board 7 3.2. Committee 7 3.3. Terms of Awards 8 3.4. Forfeiture; Recoupment 9 3.5. No Repricing 10 3.6. No Liability 10 3.7. Share Issuance/Book-Entry 10 3.8. Minimum Vesting Requirement 10 4. SHARES SUBJECT TO THE PLAN 10 4.1

Quarterly Report - 10-Q

Table of Contents FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-36109 QTS Rea

March 31, 2021 (1)

Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income (Loss) 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 9 Implied Enterprise Value and Weighted Average Shares 10 Operating Portfolio Data Center Properties 11 Developme

Net Proceeds Available/(Received) (1)

Exhibit 99.1 QTS REPORTS FIRST QUARTER 2021 OPERATING RESULTS OVERLAND PARK, Kan. ? April 27, 2021 ? QTS Realty Trust, Inc. (?QTS? or the ?Company?) (NYSE: QTS) today announced operating results for the first quarter ended March 31, 2021. First Quarter GAAP & Other Highlights Three Months Ended March 31, ($ in thousands except per share data) 2021 2020 Total revenue $ 148,732 $ 126,292 Net income

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 27, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) ` Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission

- DEFA14A

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 Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 18, 2021;

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 3, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction (Commission (I.R.S. Employer of

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

Exhibit 99.1 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS The following is a summary of material U.S. federal income tax consequences relating to our qualification and taxation as a REIT and the acquisition, holding, and disposition of our common stock, preferred stock, and depositary shares (together with our common stock and preferred stock, the ?Stock?), as well as our warrants and rights. F

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 3, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction (Commission (I.R.S. Employer of

Section 12 of the Securities Exchange Act of 1934

Exhibit 4.6 DESCRIPTION OF REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of the securities of QTS Realty Trust Inc. ("we," "us" or the "Company") that is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This description al

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36109 QTS Realty Trus

Indemnification Agreement, dated as of October 1, 2020, by and between QTS Realty Trust, Inc. and Matt N. Thomson†+

Exhibit 10.22 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is entered into as of October 1, 2020, by and among QTS Realty Trust, Inc., a Maryland corporation (the ?Company? or the ?Indemnitor?) and Matt N. Thomson, Jr. (the ?Indemnitee?). WHEREAS, the Indemnitee is an officer of the Company and in such capacity is performing a valuable service for the Company; WHEREA

List of Subsidiaries of QTS Realty Trust, Inc.+

Exhibit 21.1 List of Subsidiaries of QTS Realty Trust, Inc. Subsidiary Name State of Incorporation or Formation 2470 Satellite Boulevard, LLC Delaware Ashburn Acquisition Co, LLC Delaware Bondurant Acquisition Co., LLC Delaware Carpathia Acquisition, LLC Delaware Carpathia Hosting, LLC Delaware ENH Investments, LLC Delaware Los Lunas Acquisition Co., LLC Delaware Manassas Acquisition Co., LLC Dela

Employment Agreement, dated October 1, 2020, by and among QTS Realty Trust, Inc., QualityTech, LP, Quality Technology Services, LLC, and Matt N. Thomson †+

Exhibit 10.61 EMPLOYMENT AGREEMENT (MATT N. THOMSON, JR.) THIS EMPLOYMENT AGREEMENT (?Agreement?) is made as of October 1, 2020 (the ?Effective Date?), by and among QTS Realty Trust, Inc., a Maryland corporation (together with any successor general partner of the Operating Partnership (the ?Company?), QualityTech, LP, a Delaware limited partnership (the ?Operating Partnership?), Quality Technology

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 16, 2021 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commissio

December 31, 2020 (1)

Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income (Loss) 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 9 Implied Enterprise Value and Weighted Average Shares 10 Operating Portfolio Data Center Properties 11 Developme

Net Proceeds Available/(Received) (1)

Exhibit 99.1 QTS REPORTS FOURTH QUARTER AND FULL YEAR 2020 OPERATING RESULTS OVERLAND PARK, Kan. – February 16, 2021 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the fourth quarter and full year ended December 31, 2020. Fourth Quarter and Full Year GAAP & Other Highlights Three Months Ended Year Ended December 31, December 31, ($ in thousands

POWER OF ATTORNEY For executing Schedules 13G and 13D, 13G/D Joint Filing Agreement and Form 13F

EX-2 3 d39543dex2.htm EX-2 Exhibit 2 POWER OF ATTORNEY For executing Schedules 13G and 13D, 13G/D Joint Filing Agreement and Form 13F Each of the undersigned entities represents that the individuals signing on behalf of the entity is duly authorized to do so, and hereby constitutes and appoints Eric Moss, Senior Vice-President, Deputy General Counsel and Chief Compliance Officer of Bank of Montrea

Joint Filing Agreement

EX-1 2 d39543dex1.htm EX-1 Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned entities, as applicable, pursuant to a duly executed power of attorney, hereby agrees to this and any future joint filing of Schedule 13G (including any and all amendments thereto) to be made on their behalf and further agrees t

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) QTS RLTY TR INC (Name of Issuer) 6.50% CON PFD B (Title of Class of Securities) (CUSIP Number) Dec 31, 202

SC 13G UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) QTS RLTY TR INC (Name of Issuer) 6.50% CON PFD B (Title of Class of Securities) 74736A301 (CUSIP Number) Dec 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: QTS Realty Trust Inc. Class A Title of Class of Securities: REIT CUSIP Number: 74736A103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. ) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.

QTS appoints Brent Bensten as Chief Technology Officer and Jon Greaves as EVP of Quality Special Operations QTS continues to expand federal business in response to accelerating growth opportunity including 5+ megawatt lease signing during Q4 2020

Exhibit 99.1 QTS appoints Brent Bensten as Chief Technology Officer and Jon Greaves as EVP of Quality Special Operations QTS continues to expand federal business in response to accelerating growth opportunity including 5+ megawatt lease signing during Q4 2020 OVERLAND PARK, KS (January 13, 2021) – QTS Realty Trust (NYSE: QTS), a leading provider of hybrid colocation and mega scale data center solu

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 12, 2021 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) 001-36109 46-2809094 Delaware (Quality

Employment Agreement, dated January 13, 2021, among Jon D. Greaves and QTS Realty Trust, Inc., QualityTech, LP and Quality Technology Services, LLC

Exhibit 10.1 EMPLOYMENT AGREEMENT (JON D. GREAVES) THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 13, 2021 to become effective on February 1, 2021 (the “Effective Date”), by and among QTS Realty Trust, Inc., a Maryland corporation (together with any successor general partner of the Operating Partnership, (the “Company”), QualityTech, LP, a Delaware limited partnership and the C

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 17, 2020 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) 001-36109 46-2809094 Delaware (Qualit

Indemnification Agreement, dated as of December 17, 2020, by and between QTS Realty Trust, Inc. and Joan A. Dempsey

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of December 17, 2020, by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company” or the “Indemnitor”), and Joan A. Dempsey (the “Indemnitee”). WHEREAS, the Indemnitee is a director of the Company and in such capacity is performing a valuable service for the Company; WHEREAS,

QTS Realty Trust, Inc. Appoints Joan A. Dempsey to Board of Directors

Exhibit 99.1 QTS Realty Trust, Inc. Appoints Joan A. Dempsey to Board of Directors OVERLAND PARK, KS (December 17, 2020) – QTS Realty Trust (NYSE: QTS), a leading provider of hybrid colocation and mega scale data center solutions, today announced the appointment of Joan A. Dempsey to its Board of Directors as a new independent director, effective immediately. Ms. Dempsey brings over 35 years of co

QTS / QTS Realty Trust, Inc. / Williams Chad L. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6)* Under the Securities Exchange Act of 1934 QTS Realty Trust, Inc. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 74736A 103 (CUSIP Number) Matt N. Thomson General Counsel QTS Realty Trust, Inc. 12851 Foster Street Overland Park, Kansas 66213 (913) 814-9988 (Name

Quarterly Report - 10-Q

Table of Contents FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-36109 QTS

Supplemental Indenture, dated as of October 15, 2020, by and among QualityTech, LP, QTS Finance Corporation, QTS Realty Trust, Inc., the entities identified therein as Guaranteeing Subsidiaries, the entities identified therein as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, to the Indenture dated, as of November 8, 2017, by and among QualityTech, LP, and QTS Finance Corporation, as issuers, QTS Realty Trust, Inc., each of the subsidiary guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

Exhibit 4.10 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October 15, 2020, among QTS San Antonio, LLC, a Delaware limited liability company ("QTS San Antonio"), SWO Logistics, LLC, a Delaware limited liability company ("SWO Logistics") and ENH Investments, LLC, a Delaware limited liability company ("ENH Investments," and together with QTS San Antonio

September 30, 2020 (1)

Exhibit 99.1 QTS REPORTS THIRD QUARTER 2020 OPERATING RESULTS OVERLAND PARK, Kan. – October 26, 2020 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the third quarter ended September 30, 2020. Third Quarter GAAP & Other Highlights Three Months Ended Nine Months Ended September 30, September 30, ($ in thousands except per share data) 2020 2019 202

September 30, 2020 (1)

Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 9 Implied Enterprise Value and Weighted Average Shares 10 Operating Portfolio Data Center Properties 11 Development Cost

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 26, 2020 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) ` Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commissi

QTS Announces New $250 Million Term Loan Maturing January 15, 2026

Exhibit 99.1 QTS Announces New $250 Million Term Loan Maturing January 15, 2026 OVERLAND PARK, KS (October 19, 2020) – QTS Realty Trust (NYSE: QTS), a leading provider of hybrid colocation and mega scale data center solutions, today announced that it has entered into a new $250 million term loan (“Term Loan D”) that will mature on January 15, 2026. When combined with QTS’ current $1.7 billion unse

Term Loan Agreement dated as of October 16, 2020 by and among QualityTech, LP, KeyBank National Association, as agent, the lenders party thereto, KeyBanc Capital Markets, Inc., BMO Capital Markets, Inc. and PNC Capital Markets LLC, as joint lead arrangers and joint book runners, and TD Securities (USA) LLC and Truist Bank, as co-documentation agents.

Exhibit 10.1 TERM LOAN AGREEMENT DATED AS OF OCTOBER 16, 2020 BY AND AMONG QUALITYTECH, LP, AS BORROWER AND KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, AS AGENT, AND TD SECURITIES (USA) LLC AND TRUIST BANK AS Co-Documentation Agents, AND KEYBANC CAPITAL MARKETS, INC.,

Unconditional Guaranty of Payment and Performance dated as of October 16, 2020 by QTS Realty Trust, Inc. (to KeyBank National Association).

Exhibit 10.2 UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned QTS REALTY TRUST, INC., a Maryland corporation (“REIT”), the receipt and sufficiency whereof are hereby acknowledged by REIT, and for the purpose of seeking to induce KEYBANK NATIONAL ASS

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 16, 2020 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) 001-36109 46-2809094 Delaware (Quality

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 7, 2020 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) 001-36109 46-2809094 Delaware (QualityT

Indenture, dated October 7, 2020, by and among QualityTech, LP, QTS Finance Corporation, QTS Realty Trust, Inc., certain subsidiaries of QualityTech, LP and Deutsche Bank Trust Company Americas.

Exhibit 4.1 Execution Copy QUALITYTECH, LP and QTS FINANCE CORPORATION, as Issuers, QTS REALTY TRUST, INC., EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE DATED AS OF October 7, 2020 3.875% SENIOR NOTES DUE 2028 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(

Quarterly Report - 10-Q

Table of Contents FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36109 QTS Rea

Second Amended and Restated Bylaws of QTS Realty Trust, Inc., as amended +

Exhibit 3.2 QTS REALTY TRUST, INC. SECOND AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of QTS Realty Trust, Inc. (the “Corporation”) shall be located at such place or places as the board of directors (the “Board of Directors”) may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices at such places as the Board of D

June 30,

Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 10 Implied Enterprise Value and Weighted Average Shares 11 Operating Portfolio Data Center Properties 12 Development Cos

Three Months Ended

Exhibit 99.1 QTS REPORTS SECOND QUARTER 2020 OPERATING RESULTS OVERLAND PARK, Kan. – July 27, 2020 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the second quarter ended June 30, 2020. Second Quarter GAAP & Other Highlights Three Months Ended Six Months Ended June 30, June 30, ($ in thousands except per share data) 2020 2019 2020 2019 Total rev

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 27, 2020 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission Fi

Retirement and Transition Agreement and Release of all Claims, dated June 30, 2020, among Shirley E. Goza and QTS Realty Trust, Inc., QualityTech, LP and Quality Technology Services, LLC

EX-10.1 2 tm2023986d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 RETIREMENT AND TRANSITION AGREEMENT & RELEASE OF ALL CLAIMS Shirley E. Goza And QTS Realty Trust, Inc., QualityTech, LP, Quality Technology Services, LLC and all related companies Dated: June 30, 2020 RETIREMENT AND TRANSITION AGREEMENT AND RELEASE OF ALL CLAIMS The parties to this Retirement and Transition Agreement and Release of Claims (

QTS Announces Retirement of General Counsel, Secretary and Vice President Shirley Goza Matt N. Thomson appointed as General Counsel successor

Exhibit 99.1 QTS Announces Retirement of General Counsel, Secretary and Vice President Shirley Goza Matt N. Thomson appointed as General Counsel successor Overland Park, Kan. (July 02, 2020) – QTS Realty Trust (NYSE: QTS), today announced the retirement of Shirley Goza, QTS’ General Counsel, Secretary and Vice President effective December 31, 2020 following 14 years leading the Company’s legal and

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 30, 2020 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) 001-36109 46-2809094 Delaware (QualityTec

Forward Sale Agreement, dated June 1, 2020, between QTS Realty Trust, Inc. and Morgan Stanley & Co. LLC.

Exhibit 1.3 To: QTS Realty Trust, Inc. 12851 Foster Street Overland Park, Kansas 66213 From: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036-8293 Date: June 1, 2020 Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction

Forward Sale Agreement, dated June 1, 2020, between QTS Realty Trust, Inc. and Bank of America, N.A.

Exhibit 1.2 To: QTS Realty Trust, Inc. 12851 Foster Street Overland Park, Kansas 66213 From: Bank of America, N.A. c/o BofA Securities, Inc. Bank of America Tower at O ark New York, New York 10036 Date: June 1, 2020 Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Dat

Underwriting Agreement, dated June 1, 2020, by and among QTS Realty Trust, Inc., QualityTech, LP, and BofA Securities, Inc., Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Jefferies LLC, and J.P. Morgan Securities LLC, as representatives of the several Underwriters listed on Schedule A thereto, and BofA Securities, Inc. and Morgan Stanley & Co. LLC in their capacity as the forward sellers and Bank of America, N.A. and Morgan Stanley & Co. LLC in their capacity as the forward purchasers.

Exhibit 1.1 Execution Copy CLASS A COMMON STOCK $0.01 PAR VALUE PER SHARE QTS REALTY TRUST, INC. UNDERWRITING AGREEMENT June 1, 2020 BofA Securities, Inc. Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC Jefferies LLC J.P. Morgan Securities LLC As Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Morgan Stanley & Co. LLC 1585 Broadwa

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 1, 2020 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) 001-36109 46-2809094 Delaware (QualityTech

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Class A Common Stock, $0.01 par value $328,394,000 $42,625.54

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

Subject to Completion Preliminary Prospectus Supplement dated June 1, 2020

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

QTS / QTS Realty Trust, Inc. / Williams Chad L. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5)* Under the Securities Exchange Act of 1934 QTS Realty Trust, Inc. (Name of Issuer) Class A common stock, $0.01 par value per share (Title of Class of Securities) 74736A 103 (CUSIP Number) Shirley E. Goza General Counsel QTS Realty Trust, Inc. 12851 Foster Street Overland Park, Kansas 66213 (913) 814-9988 (Name

FORM OF CONFIRMATION

Exhibit 99.1 FORM OF CONFIRMATION To: QTS Realty Trust, Inc. 12851 Foster Street Overland Park, Kansas 66213 From: [DEALER NAME AND NOTICE INFORMATION] Date: [*], 20[*] Ladies and Gentlemen: The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time between [DEALER NAME] (“Dealer”) and QTS Realty

Equity Distribution Agreement among QTS Realty Trust, Inc., QualityTech, LP and KeyBanc Capital Markets Inc., Berenberg Capital Markets LLC, BMO Capital Markets Corp., BofA Securities, Inc., Capital One Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Santander Investment Securities Inc., Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, as sales agent, principal and/or (except in the case of Berenberg Capital Markets LLC, Capital One Securities, Inc., Regions Securities LLC, Santander Investment Securities Inc., Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC) forward seller, and each of KeyBanc Capital Markets Inc., Bank of Montreal, Bank of America, N.A., Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada and The Toronto-Dominion Bank, each in its capacity as a forward purchaser, dated May 11, 2020

Exhibit 1.1 QTS REALTY TRUST, INC. $500,000,000 Shares of Class A Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENT May 11, 2020 KeyBanc Capital Markets Inc. 127 Public Square, 4th Floor Cleveland, Ohio 44114 KeyBanc Capital Markets Inc. 127 Public Square, 4th Floor Cleveland, Ohio 44114 Berenberg Capital Markets LLC 1251 Avenue of the Americas-53rd floor New York, New York 10

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 11, 2020 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) 001-36109 46-2809094 Delaware (QualityTech

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(1) Class A Common Stock, $0.01 par value per share $500,000,000 $64,900

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 5, 2020 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission File

First Amendment to Second Amended and Restated Bylaws of QTS Realty Trust, Inc.

Exhibit 3.1 QTS REALTY TRUST, INC. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED BYLAWS Effective May 5, 2020, the Second Amended and Restated Bylaws of QTS Realty Trust, Inc., a Maryland corporation, are hereby amended by replacing Article III, Section 11 thereof in its entirety with the following: “Section 11. VACANCIES. If for any reason any or all the Directors cease to be Directors, such eve

Quarterly Report - 10-Q

Table of Contents FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36109 QTS Re

Three Months Ended

EX-99.1 2 qts-20200427xex99d1.htm EX-99.1 Exhibit 99.1 QTS REPORTS FIRST QUARTER 2020 OPERATING RESULTS OVERLAND PARK, Kan. –April 27, 2020 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the first quarter ended March 31, 2020. First Quarter GAAP & Other Highlights Three Months Ended March 31, ($ in thousands except per share data) 2020 2019 Tota

March 31,

EX-99.2 3 qts-20200427xex99d2.htm EX-99.2 Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 9 Implied Enterprise Value and Weighted Average Shares 10 Operating Portfolio

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 27, 2020 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission F

- DEFA14A

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 Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

QTS / QTS Realty Trust, Inc. DEFA14A - - DEFA14A

DEFA14A 1 a20-165561defa14a.htm DEFA14A 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 Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

QTS / QTS Realty Trust, Inc. DEFA14A - - DEFA14A

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 Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 30, 2020 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) 001-36109 46-2809094 Delaware (QualityTe

QTS Extends Support to Local Communities and Employees in Time of Need Boosts donations to local food banks in eleven metropolitan areas

Exhibit 99.1 QTS Extends Support to Local Communities and Employees in Time of Need Boosts donations to local food banks in eleven metropolitan areas Overland Park, Kan. (March 30, 2020) – QTS Realty Trust (NYSE: QTS), a leading provider of hybrid colocation and mega scale data center solutions, today announced it has implemented additional initiatives to further support its local communities, emp

© QTS. All Rights Reserved. QTS Update on COVID-19 Response March 26, 2020 © QTS. All Rights Reserved. 2 Forward Looking Statements Some of the statements contained in this presentation constitute forward-looking statements within the meaning of the

Exhibit 99.1 © QTS. All Rights Reserved. QTS Update on COVID-19 Response March 26, 2020 © QTS. All Rights Reserved. 2 Forward Looking Statements Some of the statements contained in this presentation constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipate

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2020 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission F

Schedule 14A

Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

QTS / QTS Realty Trust, Inc. DEFA14A - - DEFA14A

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 Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2020 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission Fi

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

Exhibit 99.1 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS The following is a summary of material U.S. federal income tax consequences relating to our qualification and taxation as a REIT and the acquisition, holding, and disposition of our common stock, preferred stock, and depositary shares (together with our common stock and preferred stock, the “Stock”), as well as our warrants and rights. F

Form of Performance Share Unit Agreement (Performance-Based [Shareholder Return] Units) for Grants to Chief Executive Officer under QTS Realty Trust, Inc. 2013 Equity Incentive Plan. †

Exhibit 10.36 Form exclusively for grants to C. Williams QTS REALTY TRUST, INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT COVER SHEET (Performance-Based [Shareholder Return] Units) QTS Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants performance share units (the “PSUs”) relating to shares of Class A Common Stock, par value $0.01, of the Company (“Shares”)

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934

Exhibit 4.12 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of the securities of QTS Realty Trust Inc. (“we,” “us” or the “Company”) that is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description a

2020 Amended and Restated QTS Realty Trust, Inc. Employee Stock Purchase Plan†

Exhibit 10.45 2020 AMENDED AND RESTATED QTS REALTY TRUST, INC. EMPLOYEE STOCK PURCHASE PLAN This 2020 Amended and Restated QTS Realty Trust, Inc. Employee Stock Purchase Plan (the "Plan") amends and restates the QTS Realty Trust, Inc. Employee Stock Purchase Plan, which was originally adopted by QTS Realty Trust, Inc. (the "Company") and effective July 1, 2015. The Plan was last amended and restat

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-361

Form of Performance Share Unit Agreement (Performance-Based [Shareholder Return] Units) under QTS Realty Trust, Inc. 2013 Equity Incentive Plan. )†

Exhibit 10.35 QTS REALTY TRUST, INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT COVER SHEET (Performance-Based [Shareholder Return] Units) QTS Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants performance share units (the “PSUs”) relating to shares of Class A Common Stock, par value $0.01, of the Company (“Shares”), to the Grantee named below, subject to th

Form of Performance Share Unit Agreement (Performance-Based [Non-Shareholder Return] Units) under QTS Realty Trust, Inc. 2013 Equity Incentive Plan. †

Exhibit 10.33 QTS REALTY TRUST, INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT COVER SHEET (Performance-Based [Non-Shareholder Return] Units) QTS Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants performance share units (the “PSUs”) relating to shares of Class A Common Stock, par value $0.01, of the Company (“Shares”), to the Grantee named below, subject t

Form of Performance Share Unit Agreement (Performance-Based [Non-Shareholder Return] Units) for Grants to Chief Executive Officer under QTS Realty Trust, Inc. 2013 Equity Incentive Plan. †

Exhibit 10.34 Form exclusively for grants to C. Williams QTS REALTY TRUST, INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT COVER SHEET (Performance-Based [Non-Shareholder Return] Units) QTS Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants performance share units (the “PSUs”) relating to shares of Class A Common Stock, par value $0.01, of the Company (“Shar

List of Subsidiaries of QTS Realty Trust, Inc. and QualityTech, LP

Exhibit 21.1 List of Subsidiaries of QTS Realty Trust, Inc. Subsidiary Name State of Incorporation or Formation 2470 Satellite Boulevard, LLC Delaware Ashburn Acquisition Co, LLC Delaware Bondurant Acquisition Co., LLC Delaware Carpathia Acquisition, LLC Delaware Carpathia Hosting, LLC Delaware ENH Investments, LLC Delaware Los Lunas Acquisition Co., LLC Delaware Manassas Acquisition Co., LLC Dela

Amended and Restated Certificate of Limited Partnership of QualityTech, LP

Exhibit 3.7 AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP OF QUALITYTECH, LP THIS Amended and Restated Certificate of Limited Partnership of QualityTech, LP (the “Partnership”), dated as of December 9, 2019, has been duly executed and is being filed by the undersigned in accordance with the provisions of 6 Del. C. §17-210, to amend and restate the original Certificate of Limited Partners

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 18, 2020 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commissio

December 31,

Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 9 Implied Enterprise Value and Weighted Average Shares 10 Operating Portfolio Data Center Properties 11 Development Cost

Three Months Ended

Exhibit 99.1 QTS REPORTS FOURTH QUARTER AND FULL YEAR 2019 OPERATING RESULTS OVERLAND PARK, Kan. – February 18, 2020 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the fourth quarter and full year ended December 31, 2019. Fourth Quarter and Full Year GAAP & Other Highlights Three Months Ended Year Ended December 31, December 31, ($ in thousands

QTS / QTS Realty Trust, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: QTS Realty Trust Inc Title of Class of Securities: REIT CUSIP Number: 74736A103 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

Supplemental Indenture, dated as of March 29, 2019 by and among QualityTech, LP, QTS Finance Corporation, QTS Realty Trust, Inc., the entities identified therein as Guaranteeing Subsidiaries, the entities identified therein as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, to the Indenture dated, as of November 8, 2017, by and among QualityTech, LP, and QTS Finance Corporation, as issuers, QTS Realty Trust, Inc., each of the subsidiary guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

Exhibit 4.7 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 29, 2019, among QTS Investment Properties Manassas II, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of QualityTech, LP (or its permitted successor), a Delaware limited partnership (the “Operating Partnership”), the Co-Issuer, the REIT, the Subsidia

Supplemental Indenture, dated as of June 28, 2019 by and among QualityTech, LP, QTS Finance Corporation, QTS Realty Trust, Inc., the entities identified therein as Guaranteeing Subsidiaries, the entities identified therein as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, to the Indenture dated, as of November 8, 2017, by and among QualityTech, LP, and QTS Finance Corporation, as issuers, QTS Realty Trust, Inc., each of the subsidiary guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

Exhibit 4.8 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 28, 2019, among Quality Technology Services B.V., a Dutch private limited company (the “Guaranteeing Subsidiary”), a subsidiary of QualityTech, LP (or its permitted successor), a Delaware limited partnership (the “Operating Partnership”), the Co-Issuer, the REIT, the Subsidiary Guarantors (a

Quarterly Report - 10-Q

Table of Contents FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36109 QT

Supplemental Indenture, dated as of November 1, 2019 by and among QualityTech, LP, QTS Finance Corporation, QTS Realty Trust, Inc., the entities identified therein as Guaranteeing Subsidiaries, the entities identified therein as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, to the Indenture dated, as of November 8, 2017, by and among QualityTech, LP, and QTS Finance Corporation, as issuers, QTS Realty Trust, Inc., each of the subsidiary guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

Exhibit 4.9 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of November 1, 2019, among QTS Federal, LLC, a Delaware limited liability company ("QTS Federal"), Quality Technology Services Federal Holding, LLC, a Delaware limited liability company ("QTS Federal Holding) and Quality Technology Services - Manassas Facilities Management, LLC, a Delaware limited l

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 4, 2019 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission

September 30,

Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 9 Implied Enterprise Value and Weighted Average Shares 10 Operating Portfolio Data Center Properties 11 Development Cost

Three Months Ended

Exhibit 99.1 QTS REPORTS THIRD QUARTER 2019 OPERATING RESULTS OVERLAND PARK, Kan. – November 4, 2019 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the third quarter ended September 30, 2019. Third Quarter GAAP & Other Highlights Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 % Change 2019 2018 % Change Total revenue

Fifth Amended and Restated Unconditional Guaranty of Payment and Performance dated as of October 18, 2019 by QTS Realty Trust, Inc. (to KeyBank National Association), incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October 22, 2019 (Commission File No. 001-36109)

Exhibit 10.2 FIFTH AMENDED AND RESTATED UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned QTS REALTY TRUST, INC., a Maryland corporation (“REIT”), the receipt and sufficiency whereof are hereby acknowledged by REIT, and for the purpose of seeking to

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 18, 2019 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission

Seventh Amended and Restated Credit Agreement dated as of October 18, 2019 by and among QualityTech, LP, KeyBank National Association, as agent, the lenders party thereto, KeyBanc Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Regions Capital Markets and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners with respect to the Revolving Credit Loans, Term Loans A and Term Loans B, KeyBanc Capital Markets, Inc., Regions Capital Markets, SunTrust Robinson Humphrey, Inc. and TD Securities (USA) LLC as joint lead arrangers and joint bookrunners with respect to the Term Loans C, and Bank of America, N.A., Regions Bank and TD Securities (USA) LLC, as co-syndication agents, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 22, 2019 (Commission File No.001-36109)

Exhibit 10.1 SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 18, 2019 BY AND AMONG QUALITYTECH, LP, AS BORROWER AND KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, AS AGENT, AND BANK OF AMERICA, N.A., REGIONS BANK, AND TD SECURITIES (USA) LLC, AS CO-SYNDI

QTS Extends Maturity Dates and Expands Unsecured Credit Facility to $1.7 Billion with Improved Pricing and Enhanced Covenant Flexibility

Exhibit 99.1 QTS Extends Maturity Dates and Expands Unsecured Credit Facility to $1.7 Billion with Improved Pricing and Enhanced Covenant Flexibility OVERLAND PARK, Kan., (October 22, 2019) – QTS Realty Trust (NYSE: QTS), a leading provider of hybrid colocation and mega scale data center solutions, today announced an expansion and extension of its unsecured credit facility, with improved pricing a

Supplemental Indenture, dated as of June 1, 2018, by and among QualityTech, LP, QTS Finance Corporation, QTS Realty Trust, Inc., the entity identified therein as a Guaranteeing Subsidiary, the entities identified therein as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, to the Indenture dated, as of November 8, 2017, by and among QualityTech, LP and QTS Finance Corporation, as issuers, QTS Realty Trust, Inc., each of the Subsidiary Guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

Exhibit 4.5 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 1, 2018, among QTS Investment Properties Manassas, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of QualityTech, LP (or its permitted successor), a Delaware limited partnership (the “Operating Partnership”), the Co-Issuer, the REIT, the Subsidiary Gu

Quarterly Report - 10-Q

Table of Contents FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36109 QTS Rea

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 29, 2019 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission Fi

June 30,

Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 9 Implied Enterprise Value and Weighted Average Shares 10 Operating Portfolio Data Center Properties 11 Development Cost

Three Months Ended

Exhibit 99.1 QTS REPORTS SECOND QUARTER 2019 OPERATING RESULTS OVERLAND PARK, Kan. – July 29, 2019 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the second quarter ended June 30, 2019. Second Quarter GAAP Highlights Three Months Ended Six Months Ended June 30, June 30, 2019 2018 % Change 2019 2018 % Change Total revenue $ 119,167 $ 112,277 6.1

Equity Distribution Agreement between QTS Realty Trust, Inc., QualityTech, LP and KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BofA Securities, Inc., Capital One Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC, Berenberg Capital Markets LLC, Guggenheim Securities, LLC and Wells Fargo Securities, LLC as sales agent, principal and/or (except in the case of Capital One Securities, Inc., Mizuho Securities USA LLC, Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC, Berenberg Capital Markets, LLC, Guggenheim Securities, LLC and Wells Fargo Securities, LLC) forward seller, and each of KeyBanc Capital Markets Inc., Bank of Montreal, Bank of America, N.A., Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, London Branch, Morgan Stanley & Co. LLC and Royal Bank of Canada, each in capacity as a Forward Purchaser, dated June 27, 2019

Exhibit 1.1 QTS REALTY TRUST, INC. $400,000,000 Shares of Class A Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENT June 27, 2019 KeyBanc Capital Markets Inc. 127 Public Square, 4th Floor Cleveland, Ohio 44114 KeyBanc Capital Markets Inc. 127 Public Square, 4th Floor Cleveland, Ohio 44114 BMO Capital Markets Corp. 3 Times Square, 25th Floor New York, New York 10036 Bank of Mon

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 27, 2019 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) 001-36109 46-2809094 Delaware (QualityTec

FORM OF CONFIRMATION

Exhibit 99.1 FORM OF CONFIRMATION To: QTS Realty Trust, Inc. 12851 Foster Street Overland Park, Kansas 66213 From: [DEALER NAME AND NOTICE INFORMATION] Date: [*], 20[*] Ladies and Gentlemen: The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time between [DEALER NAME] (“Dealer”) and QTS Realty

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(1) Class A Common Stock, $0.01 par value per share $400,000,000 $48,480

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

QTS / QTS Realty Trust, Inc. S-8 S-8

As filed with the Securities and Exchange Commission on May 13, 2019 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2019 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission File

Amendment #3 to QTS Realty Trust, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36109) filed on May 10, 2019)

Exhibit 10.1 AMENDMENT #3 TO QTS REALTY TRUST, INC. 2013 EQUITY INCENTIVE PLAN 1. Section 4.1 of the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the “Plan”) is hereby amended to delete Section 4.1 in its entirety and replace it with the following: “4.1 Number of Shares Available for Awards. Subject to adjustment as provided in Section 18, effective May 9, 2019, the number of Shares availabl

Articles of Amendment to the Articles of Amendment and Restatement of QTS Realty Trust, Inc., incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 10, 2019 (Commission File No. 002-36109)

Exhibit 3.1 QTS REALTY TRUST, INC. ARTICLES OF AMENDMENT QTS REALTY TRUST, INC., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Section 4.2 of Article IV of the Articles of Amendment and Restatement, as amended, of the Company filed on October 7, 2013 (the “Charter”) hereby is amended by deleting such Section 4.

Quarterly Report - 10-Q

Table of Contents FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36109 QTS Real

Form of Performance Share Unit Agreement (Performance-Based Relative TSR Units) for Grants to Chief Executive Officer under QTS Realty Trust, Inc. 2013 Equity Incentive Plan

Exhibit 10.5 Form exclusively for grants to Chad Williams QTS REALTY TRUST, INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT (Performance-Based Relative TSR Units) Performance Share Units This Agreement evidences an award of PSUs in the number set forth on the cover sheet and subject to the terms and conditions set forth in this Agreement and in the Plan (the “Award”). The Plan The

Form of Performance Share Unit Agreement (Performance-Based Relative TSR Units) under QTS Realty Trust, Inc. 2013 Equity Incentive Plan

Exhibit 10.4 QTS REALTY TRUST, INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT (Performance-Based Relative TSR Units) Performance Share Units This Agreement evidences an award of PSUs in the number set forth on the cover sheet and subject to the terms and conditions set forth in the Agreement and in the Plan. The Plan The text of the Plan is incorporated in this Agreement by refer

First Amendment to Sixth Amended and Restated Credit Agreement, dated as of March 29, 2019, by and among QualityTech, LP, QTS Realty Trust, Inc., the entities identified therein as Subsidiary Guarantors, KeyBank National Association, the lenders parties thereto, and KeyBank National Association, as agent

Exhibit 10.6 FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), entered into as of March 29, 2019 and to be effective as of February 26, 2019 (the “Effective Date”), by and among QUALITYTECH, LP, a Delaware limited partnership (“Borrower”), QTS REALTY TRUST, INC., a Maryland corporation (“REIT”) and

Form of Performance Share Unit Agreement (Performance-Based FFO Units) under QTS Realty Trust, Inc. 2013 Equity Incentive Plan

Exhibit 10.2 QTS REALTY TRUST, INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT (Performance-Based FFO Units) Performance Share Units This Agreement evidences an award of PSUs in the Target Number set forth on the cover sheet and subject to the terms and conditions set forth in the Agreement and in the Plan. The Plan The text of the Plan is incorporated in this Agreement by referen

Form of Performance Share Unit Agreement (Performance-Based FFO Units) for Grants to Chief Executive Officer under QTS Realty Trust, Inc. 2013 Equity Incentive Plan

Exhibit 10.3 Form exclusively for grants to Chad Williams QTS REALTY TRUST, INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT (Performance-Based FFO Units) Performance Share Units This Agreement evidences an award of PSUs in the Target Number set forth on the cover sheet and subject to the terms and conditions set forth in this Agreement and in the Plan (the “Award”). The Plan The t

QTS / QTS Realty Trust, Inc. CORRESP - -

May 7, 2019 BY EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

March 31,

Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 9 Implied Enterprise Value and Weighted Average Shares 10 Operating Portfolio Data Center Properties 11 Development Cost

Three Months Ended

Exhibit 99.1 QTS REPORTS FIRST QUARTER 2019 OPERATING RESULTS OVERLAND PARK, Kan. – April 30, 2019 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the first quarter ended March 31, 2019. First Quarter Highlights Three Months Ended March 31, % Change 2019 2018 2019 vs. 2018 Total revenue $ 112,689 $ 113,697 (1)% Net income (loss) 21,148 (252) n/a

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 2019 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorpora

Form S-3 (Registration No. 333-230923) filed with the SEC on April 17, 2019

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on April 17, 2019 Registration No.

QTS / QTS Realty Trust, Inc. DEFA14A

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 Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Definitive Proxy Statement on Schedule 14A filed with the SEC on March 20, 2019

DEF 14A 1 a2238129zdef14a.htm DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 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 ý Filed by a Party other than the Registrant o Check the appropriate box

QTS / QTS Realty Trust, Inc. PRER14A

PRER14A 1 a2238045zprer14a.htm PRER14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 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. 1) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate b

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 12, 2019 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) Delaware (QualityTech, LP) 001-36109 333

Indemnification Agreement, dated as of March 13, 2019, by and between QTS Realty Trust, Inc. and Wayne M. Rehberger

EX-10.1 2 a19-65321ex10d1.htm EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of March 13, 2019, by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company” or the “Indemnitor”) and Wayne Rehberger (the “Indemnitee”). WHEREAS, the Indemnitee is a director of the Company and in such capacity is performing a valuable

QTS Realty Trust, Inc. Appoints Wayne Rehberger to Board of Directors

Exhibit 99.1 FOR IMMEDIATE RELEASE QTS Realty Trust, Inc. Appoints Wayne Rehberger to Board of Directors OVERLAND PARK, Kan., March 13, 2019 — QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS), a leading provider of hybrid colocation and mega scale data center solutions, today announced the appointment of Wayne Rehberger to its Board of Directors as a new independent director, effective

QTS / QTS Realty Trust, Inc. PRE 14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Underwriting Agreement, dated February 26, 2019, by and among QTS Realty Trust, Inc., QualityTech, LP, and Jefferies LLC, KeyBanc Capital Markets Inc. and SunTrust Robinson Humphrey, Inc., as representatives of the several Underwriters listed on Schedule A thereto, and Jefferies LLC in its capacity as the forward purchaser and the forward seller.

Exhibit 1.1 Execution Version CLASS A COMMON STOCK $0.01 PAR VALUE PER SHARE QTS REALTY TRUST, INC. UNDERWRITING AGREEMENT February 26, 2019 Jefferies LLC KeyBanc Capital Markets Inc. SunTrust Robinson Humphrey, Inc. As Representatives of the several Underwriters c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o KeyBanc Capital Markets Inc. 127 Public Square Cleveland, Ohio 44114 c

Forward Sale Agreement, dated February 26, 2019, between QTS Realty Trust, Inc. and Jefferies LLC.

Exhibit 1.2 Execution Version Jefferies LLC 520 Madison Avenue New York, NY 10022 Tel: 212.284.2300 Jefferies.com To: QTS Realty Trust, Inc. 12851 Foster Street Overland Park, Kansas 66213 From: Jefferies LLC 520 Madison Avenue New York, New York 10022 Date: February 26, 2019 Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 26, 2019 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) Delaware (QualityTech, LP) 001-36109

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Class A Common Stock, $0.01 par value $322,143,750 $39,043.83

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

6,750,000 Shares QTS REALTY TRUST, INC. Class A Common Stock

424B5 1 a2237763z424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-210425 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state or other jur

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

EX-99.1 2 a19-50243ex99d1.htm EX-99.1 Exhibit 99.1 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS The following is a summary of material U.S. federal income tax consequences relating to our qualification and taxation as a REIT and the acquisition, holding, and disposition of our common stock, preferred stock, and depositary shares (together with our common stock and preferred stock, the “Stock”),

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2019 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction (Commission (IRS Employer of

2019 Guidance

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 QTS REPORTS FOURTH QUARTER AND FULL YEAR 2018 OPERATING RESULTS OVERLAND PARK, Kan. – February 25, 2019 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the fourth quarter and full year ended December 31, 2018. In conjunction with its strategic growth plan announced in the first quarter of 2018, QTS has r

December 31,

Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 10 Implied Enterprise Value and Weighted Average Shares 11 Operating Portfolio Data Center Properties 12 Redevelopment C

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 25, 2019 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commissio

Supplemental Indenture dated as of December 31, 2018 among West Midtown Acquisition Company, LLC, QualityTech, LP, QTS Finance Corporation, QTS Realty Trust, Inc., the Subsidiary Guarantors (as such term is defined in the Indenture), and Deutsche Bank Trust Company Americas, as trustee, to the Indenture dated, as of November 8, 2017, by and among QualityTech, LP, and QTS Finance Corporation, as issuers, QTS Realty Trust, Inc., each of the subsidiary guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, (the “Indenture”) as amended by the Supplemental Indenture, dated as of December 22, 2017, by and among QualityTech, LP, QTS Finance Corporation, QTS Realty Trust, Inc., the entities identified therein as Guaranteeing Subsidiaries, the entities identified therein as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas

EX-4.7 2 qts-20181231ex47b981562.htm EX-4.7 Exhibit 4.7 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 31, 2018, among West Midtown Acquisition Company, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of QualityTech, LP (or its permitted successor), a Delaware limited partnership (the “Operating Partnershi

List of Subsidiaries of QTS Realty Trust, Inc. and QualityTech, LP

Exhibit 21.1 List of Subsidiaries of QTS Realty Trust, Inc. Subsidiary Name State of Incorporation or Formation 2470 Satellite Boulevard, LLC Delaware Ashburn Acquisition Co, LLC Delaware Bondurant Acquisition Co., LLC Delaware Broderick Acquisition Co., LLC Delaware Carpathia Acquisition, LLC Delaware Carpathia Hosting, LLC Delaware Los Lunas Acquisition Co., LLC Delaware Manassas Acquisition Co.

QTS / QTS Realty Trust, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)  ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

Brookfield Public Securities Group LLC, which is a subsidiary of Brookfield Asset Management Inc., is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

EX-99.X 2 a19-47214ex99dx.htm EX-99.X EXHIBIT 99.X Brookfield Public Securities Group LLC, which is a subsidiary of Brookfield Asset Management Inc., is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

QTS / QTS Realty Trust, Inc. / BROOKFIELD INVESTMENT MANAGEMENT INC. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* QTS Realty Trust Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74736A1034 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

QTS / QTS Realty Trust, Inc. / VANGUARD GROUP INC Passive Investment

qtsrealtytrustinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: QTS Realty Trust Inc Title of Class of Securities: REIT CUSIP Number: 74736A103 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to de

QTS / QTS Realty Trust, Inc. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* QTS Realty Trust Inc (Name of Issuer) Real Estate Investment Trust (Title of Class of Securities) 74736A103 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the a

QTS / QTS Realty Trust, Inc. / VANGUARD SPECIALIZED FUNDS Passive Investment

qtsrealtytrustinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:3 )* Name of issuer: QTS Realty Trust Inc Title of Class of Securities: REIT CUSIP Number: 74736A103 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to des

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 30, 2018 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commissio

Fourth Amended and Restated Unconditional Guaranty of Payment and Performance dated as of November 30, 2018 by QTS Realty Trust, Inc. (to KeyBank National Association)., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 6, 2018 (Commission File No.001-36109)

Exhibit 10.2 FOURTH AMENDED AND RESTATED UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned QTS REALTY TRUST, INC., a Maryland corporation (“REIT”), the receipt and sufficiency whereof are hereby acknowledged by REIT, and for the purpose of seeking to

QTS Extends Maturity Date of $1.52 Billion Unsecured Credit Facility with Reduced Pricing and Enhanced Covenant Flexibility

EX-99.1 4 ex-99d1.htm EX-99.1 Exhibit 99.1 QTS Extends Maturity Date of $1.52 Billion Unsecured Credit Facility with Reduced Pricing and Enhanced Covenant Flexibility OVERLAND PARK, Kan., December 4, 2018 - QTS Realty Trust (NYSE: QTS), a leading provider of software-defined and mega-scale data center solutions, today announced a one-year extension of its unsecured credit facility, with reduced pr

Sixth Amended and Restated Credit Agreement dated as of November 30, 2018 by and among QualityTech, LP, as borrower, KeyBank National Association, as agent, the lenders party thereto, KeyBanc Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Regions Capital Markets and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners, and Bank of America, N.A., Regions Bank and TD Securities (USA) LLC, as co-syndication agents., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 6, 2018 (Commission File No.001-36109)

EX-10.1 2 ex-10d1.htm EX-10.1 Exhibit 10.1 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 30, 2018 BY AND AMONG QUALITYTECH, LP, AS BORROWER AND KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, AS AGENT, AND BANK OF AMERICA, N.A., REGIONS BANK, AND TD SECU

QTS / QTS Realty Trust, Inc. 10-Q (Quarterly Report)

Table of Contents FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36109 QTS

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 29, 2018 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission

2018 (1)

Exhibit 99.1 QTS REPORTS THIRD QUARTER 2018 OPERATING RESULTS OVERLAND PARK, Kan. – October 29, 2018 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the third quarter ended September 30, 2018. In conjunction with its strategic growth plan announced in the first quarter of 2018, QTS is realigning its product offerings around Hyperscale and Hybrid

September 30,

EX-99.2 3 ex-99d2.htm EX-99.2 Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 9 Implied Enterprise Value and Weighted Average Shares 10 Operating Portfolio Data Center

Amendment No. 3 to the Fifth Amended and Restated Partnership Agreement of QualityTech, LP

Exhibit 10.1 AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QUALITYTECH, LP THIS AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”), dated as of October 15, 2018, is entered into by QTS Realty Trust, Inc., a Maryland corporation, as the general partner (the “General Partner”) of QualityTech, LP, a Delaware limited pa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a18-3676318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2018 QTS Realty Trust, Inc. Quality Tech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) Delaware (

Articles Supplementary to Articles of Amendment and Restatement of QTS Realty Trust, Inc.

EX-3.1 2 a18-311301ex3d1.htm EX-3.1 Exhibit 3.1 QTS REALTY TRUST, INC. ARTICLES SUPPLEMENTARY QTS Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: Under a power contained in Section 3-802(c) of Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”), the Corpor

Indemnification Agreement, dated as of September 24, 2018, by and between QTS Realty Trust, Inc. and Mazen Al-Rawashdeh

EX-10.1 3 a18-311301ex10d1.htm EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of September 24, 2018, by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company” or the “Indemnitor”) and Mazen Al-Rawashdeh (the “Indemnitee”). WHEREAS, the Indemnitee is a director of the Company and in such capacity is performing a v

QTS Realty Trust, Inc. Appoints Mazen Rawashdeh to Board of Directors and Announces Corporate Governance Modifications

Exhibit 99.1 QTS Board Appointment and Corporate Governance Modifications Release FOR IMMEDIATE RELEASE QTS Realty Trust, Inc. Appoints Mazen Rawashdeh to Board of Directors and Announces Corporate Governance Modifications OVERLAND PARK, Kan., September 25, 2018 — QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS), a leading provider of software-defined and mega-scale data center solution

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2018 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) Delaware (QualityTech, LP) 001-36109

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 6, 2018 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) Delaware (QualityTech, LP) 001-36109 333

Amendment No. 4 to Employment Agreement, dated as of August 6, 2018, by and among QTS Realty Trust, Inc., QualityTech, LP, Quality Technology Services, LLC and William H. Schafer

EX-10.1 2 a18-183381ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (WILLIAM H. SCHAFER) THIS AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT is entered into on August 6, 2018, by and among QTS Realty Trust, Inc., a Maryland corporation (together with any successor general partner of the Operating Partnership, the “Company”), QualityTech, LP, a Delaware limited partnership (the “Op

Second Amendment to Employment Agreement, dated June 5, 2018, by and among QTS Realty Trust, Inc., QualityTech, LP, Quality Technology Services, LLC, and William H. Schafer

Exhibit 10.5 AMENDMENT THIS AMENDMENT (the “Amendment”) is dated and effective June 5, 2018 (the “Effective Date”), by and among QTS Realty Trust, Inc., a Maryland corporation (together with any successor general partner of the Operating Partnership, the “Company”), QualityTech, LP, a Delaware limited partnership (the “Operating Partnership”), Quality Technology Services, LLC, a Delaware limited l

Transition Services Agreement, dated as of April 24, 2018, by and between QTS Technology Services Holding, LLC, QualityTech, LP, and General Datatech, L.P.

EX-10.4 4 qts-20180630ex104214969.htm EX-10.4 Exhibit 10.4 EXECUTION VERSION TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (together with the Exhibits hereto, this “Agreement”), dated as of April 24, 2018 (the “Effective Date”), is made by and between Quality Technology Services Holding, LLC, a Delaware limited liability company (“Service Provider”), and General Datatech, L.P.,

Channel Agreement, dated as of April 24, 2018, by and between QTS Technology Services Holding, LLC and General Datatech, L.P.

EX-10.3 3 qts-20180630ex103c19cdd.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION CHANNEL AGREEMENT THIS CHANNEL AGREEMENT (this “Agreement”) is made as of the 24th day of April, 2018 (the “Effective Date”), by and between Quality Technology Services Holding, LLC, a Delaware limited liability company (“QTS TRS”), and General Datatech, L.P., a Texas limited partnership (“Buyer” and together with QTS TRS

Transaction Agreement, dated as of April 24, 2018, by and between QTS Technology Services Holding, LLC, QualityTech, LP, and General Datatech, L.P.

Exhibit 10.2 EXECUTION VERSION TRANSACTION AGREEMENT dated as of April 24, 2018 by and among Quality Technology Services Holding, LLC, QualityTech, LP, and General Datatech, L.P. TABLE OF CONTENTS Page RECITALS 1 ARTICLE I DEFINITIONS 1 Section 1.01. Certain Defined Terms 1 ARTICLE II PURCHASE AND SALE; FRAMEWORK FOR ASSIGNMENT 1 Section 2.01. Purchase and Sale of Purchased Assets. 1 Section 2.02.

Third Amendment to Employment Agreement, dated June 29, 2018, by and among QTS Realty Trust, Inc., QualityTech, LP, Quality Technology Services, LLC, and William H. Schafer

Exhibit 10.7 THIRD AMENDMENT THIS THIRD AMENDMENT (the “Amendment”) is dated and effective June 29, 2018 (the “Effective Date”), by and among QTS Realty Trust, Inc., a Maryland corporation (together with any successor general partner of the Operating Partnership, the “Company”), QualityTech, LP, a Delaware limited partnership (the “Operating Partnership”), Quality Technology Services, LLC, a Delaw

QTS / QTS Realty Trust, Inc. 10-Q (Quarterly Report)

Table of Contents FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36109 QTS Realt

Transition Agreement & Release of All Claims, dated as of May 3, 2018, by and between QTS Realty Trust, Inc., QualityTech, LP, Quality Technology Services, LLC and all related companies, and all related companies and Daniel T. Bennewitz

EX-10.6 6 qts-20180630ex106d87e9d.htm EX-10.6 Exhibit 10.6 TRANSITION AGREEMENT & RELEASE OF ALL CLAIMS (Confidential) Daniel T. Bennewitz And QTS Realty Trust, Inc., QualityTech, LP, Quality Technology Services, LLC and all related companies, and all related companies Dated: May 3, 2018 TRANSITION AGREEMENT AND RELEASE OF ALL CLAIMS The parties to this Transition Agreement and Release of Claims (

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 25, 2018 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission Fi

June 30,

EX-99.2 3 ex-99d2.htm EX-99.2 Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income 6 Summary of Financial Data 7 Reconciliations of Return on Invested Capital (ROIC) 9 Implied Enterprise Value and Weighted Average Shares 10 Operating Portfolio Data Center

2018 (1)

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 QTS REPORTS SECOND QUARTER 2018 OPERATING RESULTS OVERLAND PARK, Kan. – July 25, 2018 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the second quarter ended June 30, 2018. In conjunction with its strategic growth plan announced in the prior quarter, QTS is realigning its product offerings around Hypers

Amendment No. 2 to the Fifth Amended and Restated Partnership Agreement of QualityTech, LP

EX-10.1 2 a18-154578ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 2 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QUALITYTECH, LP THIS AMENDMENT NO. 2 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”), dated as of June 25, 2018, is entered into by QTS Realty Trust, Inc., a Maryland corporation, as the general partner (the “Company”) of QualityTec

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 22, 2018 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) Delaware (QualityTech, LP) 001-36109 333-

Articles Supplementary designating QTS Realty Trust, Inc.’s 6.50% Series B Cumulative Convertible Perpetual Preferred Stock, liquidation preference $100.00 per share, $0.01 par value per share, incorporated by reference to Exhibit 3.3 to the Company’s Form 8-A filed on June 25, 2018 (Commission File No. 001-36109)

EX-3.3 2 a18-154577ex3d3.htm EX-3.3 Exhibit 3.3 QTS REALTY TRUST, INC. ARTICLES SUPPLEMENTARY ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK QTS Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: Under the authority contained in the Ar

Form of stock certificate evidencing the 6.50% Series B Cumulative Convertible Perpetual Preferred Stock, liquidation preference $100.00 per share, $0.01 par value per share, incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A filed on June 25, 2018 (Commission File No. 001-36109)

EX-4.1 3 a18-154577ex4d1.htm EX-4.1 Exhibit 4.1 FORM OF CERTIFICATE FOR SHARES OF 6.50% SERIES B CUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK Number Shares CUSIP 74736A301 SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS QTS REALTY TRUST, INC. a Corporation Formed Under the Laws of the State of Maryland THIS CERTIFIES THAT is the owner of FULLY PAID AND NONASSESSABLE SHARES OF 6.50% SERIES

Form 8-A filed on June 25, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 QTS Realty Trust, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland (QTS Realty Trust, Inc.) 46-2809094 (State of Incorporation or Organization) (I.R.S. Employer Identification N

Underwriting Agreement, dated June 20, 2018, by and among the QTS Realty Trust, Inc., QualityTech, LP and Deutsche Bank Securities Inc., Jefferies LLC and Morgan Stanley & Co. LLC, as representatives of the several Underwriters.

Exhibit 1.1 Execution Version 2,750,000 Shares of 6.50% Series B Cumulative Convertible Perpetual Preferred Stock $0.01 Par Value Per Share (Liquidation Preference $100.00 per Share) QTS REALTY TRUST, INC. UNDERWRITING AGREEMENT June 20, 2018 Deutsche Bank Securities Inc. Jefferies LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 20, 2018 QTS Realty Trust, Inc. QualityTech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) Delaware (QualityTech, LP) 001-36109 333-

Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Dividends.

Exhibit 12.1 QTS Realty Trust, Inc. QualityTech, LP Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends For the three months ended March 31, 2018 Year ended December 31, Q1 2018 (1) Q1 2018 Pro forma (2) 2017 Pro forma (3) 2017 (1) 2016 (1) 2015 (1) 2014 (1) 2013 (4) Earnings: Pre-tax income (loss) from continuing operations $ (2,654 ) $ 128 $ 2,154 $ (8,321 ) $ 14,7

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(1) 6.50% Series B Cumulative Convertible Perpetual Preferred Stock, $0.

Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(1) 6.

QTS Realty Trust, Inc. 6.50% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $100.00 per Share) June 20, 2018

Filed pursuant to Rule 433 Dated June 20, 2018 Registration Statement No. 333-210425 Relating to Preliminary Prospectus Supplement dated June 20, 2018 and Prospectus dated March 28, 2016 QTS Realty Trust, Inc. 6.50% Series B Cumulative Convertible Perpetual Preferred Stock (Liquidation Preference $100.00 per Share) June 20, 2018 This pricing term sheet supplements QTS Realty Trust, Inc.’s prelimin

2,250,000 Shares QTS REALTY TRUST, INC. % Series B Cumulative Convertible Perpetual Preferred Stock

424B5 1 a2236062z424b5.htm 424B5 Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in

QTS / QTS Realty Trust, Inc. 10-Q (Quarterly Report)

Table of Contents FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36109 QTS Real

QTS Realty Trust, Inc. Director Deferred Compensation Plan, effective January 1, 2018

Exhibit 10.5 QTS REALTY TRUST, INC. DIRECTOR DEFERRED COMPENSATION PLAN (Effective January 1, 2018) This QTS Realty Trust, Inc. Director Deferred Compensation Plan (the “Plan”) is adopted by QTS Realty Trust (the “Company”) for the purpose of providing a deferred compensation arrangement to directors of the Company who are not also employees of the Company (“non-employee directors”) and their bene

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2018 QTS Realty Trust, Inc. Quality Tech, LP (Exact name of registrant as specified in its charter) Maryland (QTS Realty Trust, Inc.) Delaware (Quality Tech, LP) 001-36109 333-

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 3, 2018 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission File

QTS / QTS Realty Trust, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

QTS / QTS Realty Trust, Inc. PX14A6G

United States Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION 1.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2018 QTS Realty Trust, Inc. QualityTech, LP (Exact Name of Registrant as Specified in Charter) Maryland (QTS Realty Trust, Inc.) 001-36109 46-2809094 Delaware (QualityTech,

QTS / QTS Realty Trust, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

QTS / QTS Realty Trust, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

March 31,

Exhibit 99.2 Table of Contents Overview Company Profile 3 Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 6 Consolidated Statements of Comprehensive Income 7 Summary of Financial Data 8 Reconciliations of Return on Invested Capital (ROIC) 10 Implied Enterprise Value and Weighted Average Shares 11 Operating Portfolio Data Center Properties 12 Redevelopment C

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 25, 2018 QTS Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36109 46-2809094 (State or other jurisdiction of incorporation) (Commission F

2018 (1)

Exhibit 99.1 QTS REPORTS FIRST QUARTER 2018 OPERATING RESULTS OVERLAND PARK, Kan. – April 25, 2018 – QTS Realty Trust, Inc. (“QTS” or the “Company”) (NYSE: QTS) today announced operating results for the first quarter ended March 31, 2018. In conjunction with its previously announced strategic growth plan, QTS is realigning its product offerings around Hyperscale and Hybrid Colocation, while exitin

QTS / QTS Realty Trust, Inc. DEFA14A

DEFA14A 1 a18-113351defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Com

QTS / QTS Realty Trust, Inc. PX14A6G

United States Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION 1.

QTS / QTS Realty Trust, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6