SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

SEC Comment Letter for DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996) (DLR) — Nov 2, 2010

DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)
Date: Nov. 2, 2010 · CIK: 0001297996 · Accession: 0000000000-10-065080

AI Filing Summary & Sentiment

Date
November 2, 2010
Author
Tom Kluck
Form
UPLOAD
Company
DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)

Letter

Re: Digital Realty Trust Registration Statement on Form S -4 Filed October 5, 2010 File No. 333 -169752 Dear Mr. Stein :

November 2, 2010

A. William Stein Chief Financial Officer & Chief Investment Officer Digital Realty Trust, Inc. 560 Mission Street, Suite 2900 San Francisco, CA 94105

We have limited our review of your registration statement to those issues we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any ame ndment to your registration statement and the information you provide in response to these comments, we may have additional comments. 1. Please file a tax opinion in regards to your status as a REIT and describe the tax consequences in the prospectus. See Item 601(b)(8) of Regulation S -K. General We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities A ct 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. Notwithstanding our comments, in the event y ou request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effe ctive, it does not foreclose the Commission 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

A. William Stein Digital Realty Trust, Inc. November 2, 2010 Page 2

• the company may not assert staff comments and 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 requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Sandra B. Hunter, Attorney -Advisor, at (202) 551- 3758 or me at (202) 551-3233 with any questions.

Sincerely,
Tom Kluck
Branch Chief

Show Raw Text
November 2, 2010

A. William Stein
Chief Financial Officer & Chief Investment Officer
Digital Realty Trust, Inc.
560 Mission Street, Suite 2900 San Francisco, CA  94105

Re: Digital Realty Trust
 Registration Statement on Form S -4
 Filed October 5, 2010
 File No. 333 -169752
 Dear Mr. Stein :

We have limited our review of your registration statement to those issues we have
addressed in our comment.  Please respond to this letter by amending your registration
statement and providing the requested information .  Where you do not believe our comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any ame ndment to your registration statement and the information
you provide in response to these comments, we may have additional comments.
1. Please file a tax opinion in regards to your status as a REIT and describe the tax consequences in the prospectus.  See Item 601(b)(8) of Regulation S -K.
General
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities A ct 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.
Notwithstanding our comments, in the event y ou request acceleration of the effective
date of the pending registration statement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effe ctive, it does not foreclose the Commission 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

A. William Stein
Digital Realty Trust, Inc.
November 2, 2010
Page 2

• the company  may not assert staff comments and 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 requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  Please allow adequate time for us to review any amendment prior to the requested effective date of  the registration statement.

Please contact Sandra B. Hunter, Attorney -Advisor, at (202) 551- 3758 or me at (202)
551-3233 with any questions.

Sincerely,

        Tom Kluck
        Branch Chief

cc:  Keith Benson, Esq.
Julian T.H. Kleindorfer, Esq. Latham & Watkins LLP
Via facsimile : (415) 395- 8095