SEC Comment Letter for DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996) (DLR) — May 19, 2015
DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)
Date: May 19, 2015 · CIK: 0001297996 · Accession: 0000000000-15-027131
AI Filing Summary & Sentiment
Letter
May 19 , 201 5 Via E -mail A. William Stein Chief Executive Officer Digital Realty Trust, Inc. and Digital Realty Trust, L.P. Four Embarcadero Center, Suite 3200 San Francisco, CA 94111 Digital Realty Trust, L.P. Form 10-K for the fiscal year ended December 31, 2014 Filed March 2, 2015 File No. 0 -54023
Re: Digital Realty Trust, Inc. Form 10-K for the fis cal year ended December 31, 2014 Filed March 2, 2015 File No. 1 -32336
Dear Mr. Stein :
We have limited our review of your filing to the financial statements and related disclosures and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure.
Please respon d to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment , we may have additional comments.
4. Investments in Unconsolidated Joint Ventures
Griffin Capital Essential Asset REIT , Inc. Joint Venture, page 127 1. We note you contributed a property valued at $18 5.5 million in September 2014 to a joint venture with Griffin Capital Essential Asset REIT, Inc., and net of proceeds received, recognized a gain of $93.5 million. Please provide to us the basis of your conclusion to deconsolidate the property and record a gain on the sale of the 80% interest in the joint venture, and cite the appropriate accounting literature in your response. Also in your response, outline all decisions determined by the company to be major that require approval of the GCEAR member as w ell as those decisions that do not require such approval.
A. William Stein Digital Realty Trust, Inc. and Digital Realty Trust, L.P. May 19 , 2015 Page 2
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 Exchange Act of 1934 and all applicable Exchange 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.
In responding to our comment, please provide a written 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.
You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at 202.551.3486 with any questions.
Sincerely,
/s/ Daniel Gordon
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May 19 , 201 5 Via E -mail A. William Stein Chief Executive Officer Digital Realty Trust, Inc. and Digital Realty Trust, L.P. Four Embarcadero Center, Suite 3200 San Francisco, CA 94111 Re: Digital Realty Trust, Inc. Form 10-K for the fis cal year ended December 31, 2014 Filed March 2, 2015 File No. 1 -32336 Digital Realty Trust, L.P. Form 10-K for the fiscal year ended December 31, 2014 Filed March 2, 2015 File No. 0 -54023 Dear Mr. Stein : We have limited our review of your filing to the financial statements and related disclosures and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure. Please respon d to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment , we may have additional comments. 4. Investments in Unconsolidated Joint Ventures Griffin Capital Essential Asset REIT , Inc. Joint Venture, page 127 1. We note you contributed a property valued at $18 5.5 million in September 2014 to a joint venture with Griffin Capital Essential Asset REIT, Inc., and net of proceeds received, recognized a gain of $93.5 million. Please provide to us the basis of your conclusion to deconsolidate the property and record a gain on the sale of the 80% interest in the joint venture, and cite the appropriate accounting literature in your response. Also in your response, outline all decisions determined by the company to be major that require approval of the GCEAR member as w ell as those decisions that do not require such approval. A. William Stein Digital Realty Trust, Inc. and Digital Realty Trust, L.P. May 19 , 2015 Page 2 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 Exchange Act of 1934 and all applicable Exchange 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. In responding to our comment, please provide a written 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. You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at 202.551.3486 with any questions. Sincerely, /s/ Daniel Gordon Daniel Gordon Senior Assistant Chief Accountant