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
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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