SEC Comment Letter for DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996) (DLR) — Feb 9, 2009
DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)
Date: Feb. 9, 2009 · CIK: 0001297996 · Accession: 0000000000-09-006735
AI Filing Summary & Sentiment
File numbers found in text: 001-32336
Letter
Mail Stop 4561 February 3, 2009 A. William Stein Chief Financial Officer and Chief Investment Officer Digital Realty Trust, Inc. 560 Mission Street Suite 2900 San Francisco, CA 94105
Re: Digital Realty Trust, Inc. Form 10-K for the year ended December 31, 2007 Response Letter submitted January 12, 2009 Schedule 14A Filed April 4, 2008 File No. 001-32336
Dear Mr. Stein: We have reviewed your filings and have the following comments. Unless otherwise indicated in the comment, please pr ovide the requested disclosure in future filings and tell us how you plan to compl y. If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary. Please be as detailed as necessary in your explanat ion. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
A. William Stein Chief Financial Officer and Chief Investment Officer Digital Realty Trust, Inc. February 3, 2009 Page 2 Form 10-K
Distributions, page 54 1. We note your response to prior comment 2. Please confirm that in future filings you will specifically disclose the dolla r amount of distributions paid from borrowings and any other source other than cash flows from operations.
Schedule 14A
Executive Compensation, page 15 Peer Group Review, page 16
2. We note your response to comment 7 of our letter. To the extent that a comparison to peer group compensation was material to a compensation award, please disclose how the compensation award compared to the peer group. For example, we note disclosure on page 19, which indicates that the committee decided to increase Mr. Stein’s total base salary and annual in centive bonus target after considering those amount s relative to the peer gr oup as well as Mr. Stein’s overall performance. Annual Incentive Bonuses, page 18
3. We note your response to comment 8 of our letter. Please confirm that you will disclose the individual performance goals and other factors taken into account in determining the annual incentive bonus for each officer. 2007 Long-Term Incentive Units Awards, page 20
4. We note your response to comment 9 of our letter. Please confirm that you will disclose the individual performance goals and other factors taken into account in determining the long-term incen tive award for each officer. 5. We note your response to comment 10 of our letter. Please clarify the conditions necessary for the long-term incentive units to vest. In addition, please explain in more detail how the units will receiv e full parity with the common units. Currently, it is not clear how you would measure the capital a ccount balance of a common unit holder or how you would determ ine special allocations of income and gain with respect to the long-term incentive units.
A. William Stein Chief Financial Officer and Chief Investment Officer Digital Realty Trust, Inc. February 3, 2009 Page 3 As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact Stacie Gorman at ( 202) 551-3585 or me at (202) 551-3785 with any other questions. Sincerely, Karen J. Garnett Assistant Director
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Mail Stop 4561
February 3, 2009 A. William Stein Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. 560 Mission Street Suite 2900 San Francisco, CA 94105
Re: Digital Realty Trust, Inc.
Form 10-K for the year ended December 31, 2007
Response Letter submitted January 12, 2009 Schedule 14A Filed April 4, 2008
File No. 001-32336
Dear Mr. Stein:
We have reviewed your filings and have the following comments. Unless
otherwise indicated in the comment, please pr ovide the requested disclosure in future
filings and tell us how you plan to compl y. If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary. Please
be as detailed as necessary in your explanat ion. In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. February 3, 2009 Page 2
Form 10-K
Distributions, page 54
1. We note your response to prior comment 2. Please confirm that in future filings
you will specifically disclose the dolla r amount of distributions paid from
borrowings and any other source other than cash flows from operations.
Schedule 14A
Executive Compensation, page 15
Peer Group Review, page 16
2. We note your response to comment 7 of our letter. To the extent that a
comparison to peer group compensation was material to a compensation award,
please disclose how the compensation award compared to the peer group. For example, we note disclosure on page 19, which indicates that the committee decided to increase Mr. Stein’s total base salary and annual in centive bonus target
after considering those amount s relative to the peer gr oup as well as Mr. Stein’s
overall performance.
Annual Incentive Bonuses, page 18
3. We note your response to comment 8 of our letter. Please confirm that you will
disclose the individual performance goals and other factors taken into account in
determining the annual incentive bonus for each officer.
2007 Long-Term Incentive Units Awards, page 20
4. We note your response to comment 9 of our letter. Please confirm that you will
disclose the individual performance goals and other factors taken into account in
determining the long-term incen tive award for each officer.
5. We note your response to comment 10 of our letter. Please clarify the conditions
necessary for the long-term incentive units to vest. In addition, please explain in
more detail how the units will receiv e full parity with the common units.
Currently, it is not clear how you would measure the capital a ccount balance of a
common unit holder or how you would determ ine special allocations of income
and gain with respect to the long-term incentive units.
A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. February 3, 2009 Page 3
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. Please contact Stacie Gorman at ( 202) 551-3585 or me at (202) 551-3785 with
any other questions.
Sincerely,
Karen J. Garnett
Assistant Director