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SEC Comment Letter for DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996) (DLR) — Mar 23, 2009

DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)
Date: March 23, 2009 · CIK: 0001297996 · Accession: 0000000000-09-014641

AI Filing Summary & Sentiment

File numbers found in text: 001-32336

Referenced dates: February 3, 2009

Date
March 17, 2009
Author
Karen J. Garnett
Form
UPLOAD
Company
DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)

Letter

Mail Stop 4561 March 17, 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 March 9, 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. March 17, 2009 Page 2 Schedule 14A

2007 Long-Term Incentive Units Awards, page 20

1. We note your response to comment 5 of our letter dated February 3, 2009; however, your description of the circ umstances under which the long-term incentive units will achieve full parity stil l is not clear. Pl ease provide a further response that addresses the following: a. Explain how you will determine the “cap ital account balance attributable to an equivalent number of common un its.” It appears that the same number of common units could have di fferent account balances depending on when the units were purchased a nd the amount of adjustments for income, gain, loss and deduction since the date of purchase.

b. It appears that all hol ders of long-term incen tive units would achieve parity immediately upon any sale or hypothetical sale of assets. If so, please confirm that you will revise the disclosure to clarify this point. Also, please explain what you mean by the phrase “hypothetical sale of assets.”

c. We note that the disclosure on page 20 states that there are circumstances under which the long-term incentive units will not achieve full parity with the common units. Please describe these circumstances.

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.

A. William Stein Chief Financial Officer and Chief Investment Officer Digital Realty Trust, Inc. March 17, 2009 Page 3 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

Show Raw Text
Mail Stop 4561

  March 17, 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 March 9, 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. March 17, 2009 Page 2
Schedule 14A

2007 Long-Term Incentive Units Awards, page 20

1. We note your response to comment 5 of  our letter dated February 3, 2009;
however, your description of the circ umstances under which the long-term
incentive units will achieve full parity stil l is not clear.  Pl ease provide a further
response that addresses the following:
a. Explain how you will determine the “cap ital account balance attributable
to an equivalent number of common un its.”  It appears that the same
number of common units could have di fferent account balances depending
on when the units were purchased a nd the amount of adjustments for
income, gain, loss and deduction since the date of purchase.

b. It appears that all hol ders of long-term incen tive units would achieve
parity immediately upon any sale or hypothetical sale of assets.  If so,
please confirm that you will revise the disclosure to clarify this point.
Also, please explain what you mean by the phrase “hypothetical sale of
assets.”

c. We note that the disclosure on page 20  states that there are circumstances
under which the long-term incentive units will not achieve full parity with
the common units.  Please describe these circumstances.

 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.

A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. March 17, 2009 Page 3   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