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SEC Comment Letter for DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996) (DLR) — Sep 28, 2010

DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)
Date: Sept. 28, 2010 · CIK: 0001297996 · Accession: 0000000000-10-056848

AI Filing Summary & Sentiment

File numbers found in text: 333-167805

Date
August 20, 2010
Author
Not clearly detected
Form
UPLOAD
Company
DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE August 20, 2010 Michael F. Foust Chief Executive Officer Digital Realty Trust, L.P. 560 Mission Street, Suite 2900 San Francisco, CA 94105

Re: Digital Realty Trust, L.P. Amendment No. 1 to Registra tion Statement on Form S-4 Filed June 25, 2010 File No. 333-167805

Dear Mr. Foust:

We have limited our review of your registra tion statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments. General

1. We note your response to comment 1 in our le tter dated July 23, 2010. Please understand that we will continue to monitor your Form S-4 for compliance with our comments on your registration statement on Form 10. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Michael F. Foust Digital Realty Trust, L.P. August 20, 2010 Page 2 Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please pr ovide a written statement from the company acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Adam F. Turk, Attorney-Advi sor at (202) 551-3657 or me at (202) 551- 3401 with any questions. Sincerely,

J e n n i f e r G o w e t s k i Senior Counsel cc: Keith Benson, Esq. Latham & Watkins LLP Via Facsimile: (415) 395-8095

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
                                                                                            August 20, 2010
  Michael F. Foust Chief Executive Officer Digital Realty Trust, L.P. 560 Mission Street, Suite 2900 San Francisco, CA 94105

Re: Digital Realty Trust, L.P.
  Amendment No. 1 to Registra tion Statement on Form S-4
  Filed June 25, 2010
  File No. 333-167805

Dear Mr. Foust:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
General

1. We note your response to comment 1 in our le tter dated July 23, 2010.  Please understand
that we will continue to monitor your Form S-4 for compliance with our comments on
your registration statement on Form 10.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Michael F. Foust
Digital Realty Trust, L.P.
August 20, 2010 Page 2
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Adam F. Turk, Attorney-Advi sor at (202) 551-3657 or me at (202) 551-
3401 with any questions.
Sincerely,

        J e n n i f e r  G o w e t s k i
        Senior Counsel  cc:  Keith Benson, Esq.
Latham & Watkins LLP Via Facsimile: (415) 395-8095