SecProbe.io

December 20, 2019

Via E -mail
Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
355 South Grand Avenue, Suite 100
Los Angeles, California  90071 -1560

Re: Digital Realty Trust, Inc.
Registration Statement on Form S -4
Filed December 6, 2019
File No. 333-235380

Dear M r. Kleindorfer :

We have limited our review of the above  registration 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 the disclosure.

Please respond to this letter by amending the registration statement and providing the
requested information. If you do not believe our comments apply to the registrants ’ facts and
circumstances or do  not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the registration statement and the information you
provide in response to these comments, we may have additional comments.   All defined terms
used in this letter have the same meaning as in the proxy statement/prospectus , unless otherwise
indicated.

Cover Page of the Proxy Statement Prospectus

1. With a view towards disclosure, please advise us as to the circumstances pursuant to
which the minimu m condition would be reduced to sixty -six and two -thirds percent.
While the Buyer  may amend the minimum condition at any time during the initial
offering period, changing it requires that Buyer amend the offer materials, disseminate
information about the change and ensure that enough time remains in the initial offering
period for INXN shareholders to receive and react to the new information.  In addition, as
it relates to the ownership percentage that DLR may own after the offer, Buyer may be
required to disseminate revised disclosure  explaining the impact of this change.  For
example, in certain  non-US jurisdiction s, where a  bidder cannot eliminate remaining
target shareholders simply by acquiring a majority of  the target’s shares, lowering the
minimum condition  may require an explanation of  the impact on a bidder ’s ability to

Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
December 20, 2019
Page 2

 integrate the target company after the offer.  Please revise  the disclosure to affirm that
registrants  will provide shareholders with additional disclosure after  any change in the
minimum condition and that the registrants will ensure that the offer remains open for an
adequate time to allow shareholders to react to that new disclosure.   In this regard, we
understand from our conversation with Latham & Watkins that the registrants will not be
relying on the Tier II cro ss-border exemptions.  P lease confirm  the registrants ’ and
Buyer’s  understanding.

2. Disclosure indicates that “ if INXN elects to hold a subsequent EGM, Buyer will extend
the offer for six business days after the date of that subsequent EGM. ”  Please revise the
disclosure to explain the phrase “subsequent EGM” and describe the circumstances
pursuant to which a subsequent EGM would be held.   Please disclose the impact, if any,
the holding of a subsequent EGM would have on Buyer’s plans to provide  a subsequent
offering period.

3. Disclosure indicates that “[f] ollowing the time of acceptance for payment in connection
with the offer, which we refer to as the acceptance time, Buyer shall provide a subsequent
offering period, which we refer to as a subse quent offering period, in accordance with
Rule 14d -11…of not less than three business days …”  Please reconcile this disclosure
with disclosure on page 81 that “[p]arties do not anticipate commencing any subsequent
offering period following the expiration t ime.”

4. Refer to the disclosure described in the preceding comment.  Disclosure on the last Q &
A on page ALT -12 indicates that “[a] s promptly as practicable following the expiration
time (but in any event within three business days thereafter ), Buyer will accept for
exchange  and, at or as promptly as practicable (but in any event within four business
days…thereafter ), deliver the offer consideration …for all INXN shares validly tendered
and not properly withdrawn pursuant to the offer as of the expiration time. ”  Please
advise whether s uch disclosure is suggesting  that payment for tendered shares may occur
four or seven business days after the expiration time and tell us why the registrants  and
Buyer believe this complies with the prompt payment requirement in Exchange Act Rule
14e-1(c).  In addition,  if shares tendered in the initial offeri ng period will not be accepted
for up to three business days after expiration, please advise how the Buyer intends to
comply with the time periods for announcing the results of the offer and beginning the
subsequent offering period immediately after expira tion of the initial offer period .  Refer
to Exchange Act Rule 14d -11(c) and (d) and contrast such requirements with that of
Exchange Act Rule 14d -1(d)(2)(v).

Notice of Special Meetin g

5. Disclosure regarding the proposal to approve the issuance of shares of DLR common
stock to be paid by Buyer to INXN shareholders indicates that a s hareholder’s abstention
will have the same effect as a vote against the approval of such proposal.  Please advise

Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
December 20, 2019
Page 3

 with a view towards disclosure whether abstentions have the same effect on the proposal
to approve one or more adjournments.

The Post -Offer R eorganization, page 18

6. Disclosure in this section and elsewhere in the proxy statement/prospectus indicates that
“Intrepid I, as the sole shareholder of Intrepid II, will allot shares to INXN shareholders
at the time the legal merger is effectuated, as further described in the purchase
agreement .”  Please revise the disclosure to explain the meaning of “allotment” and
include a description of the allotment process.

7. Disclosure in this section also indicates that “ Buyer will continue to be a shareholder o f
Intrepid I as a result of the exchange of any INXN shares it accepted for exchange in the
offer for Intrepid I shares .”  Disclosure throughout the proxy statement/prospectus refers
to the exchange offer of DLR shares for shares of INXN shares, not Intrep id I shares.
With a view towards disclosure, please advise why Buyer would be issuing Intrepid I
shares in exchange for INX N shares.

8. Page 19 refers to a “compulsory acquisition threshold.”  Please revise the disclosure to
define this term.

Termination o f the Purchase Agreement, page 21

9. Disclosure indicates that “ The purchase agreement may be terminated at any time prior to
the acceptance time by the mutual consent of INXN, DLR and Buyer in a written
instrument. ”  If the purchase agreement were to be ter minated following expiration of the
exchange offer  in accordance with the offer ’s terms and with all of the offer conditions
having been satisfied or waived,  but prior to the acceptance time, please advise us as to
the Buyer’s and the registrants’ understan ding regarding Buyer’s obligation to
consummate the offer  following termination of the purchase agreement .

Cautionary Statement Concerning Forward -Looking Statements, page 43

10. Refer to the first sentence of this section.  We remind you that the safe harbor protections
for forward -looking statements contained in the federal securities laws do not apply to
statements made in connection with a tender offer.  See Section 27A(b)(2)(C) of the
Securities Act, Section 21E(b)(2)(C) of the Exchange Act and Question 117.05 of the
Going Private Transactions, Exchange Act Rule 13e -3 and Schedule 13E -3 Compliance
and Disclosure Interpretations (January 26, 2009) available at www.sec.gov .  Please
revise a nd refrain from referring to such safe harbor provisions in the exchange  offer ,
future press releases or other communications relating to the exchange offer.

Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
December 20, 2019
Page 4

 Voting by INXN’s Directors…, page 76

11. Please expand the disclosure in the first paragraph of this section to specify “certain of
these resolutions” that require the affirmative vote of at least two -thirds of the votes cast.

No Guaranteed Delivery, page 80

12. Given that the Buyer is not providing for guaranteed delivery procedures, p lease specify
the “normal business hours of DTC and the exchange agent” within which INXN
shareholders must complete the necessary tender procedures.

The Post -Offer Reorganization, page 82

13. Refer to the first paragraph of this section.   With a view towards disclosure, pl ease advise
whether there are any circumstances pursuant to which  the tender offer would be
consummated  but INXN would not become a wholly owned subsidiary of DLR and its
affiliates.

14. Provide an analysis in your response letter as to whether Exchange Act Rule 13e -3 will
apply to any second -step squeeze out transaction following consummation of  the
exchange offer.

Withdrawal Rights, page 83

15. Refer to the first two sentence s.  Revise to define the meaning of “closing date” and how
it is different than “expiration time.”

Conditions to Closing of the Offer, page 120

16. The first sentence of this section indicates that “[i] n addition to DLR’s and Buyer’s right
and obligation to extend, terminate , amend or modify the offer pursuant to the provisions
of the purchase agreement  agreement …neither DLR nor Buyer shall be required to
accept for payment or pay for any INXN share validly tendered and not properly
withdrawn pursuant to the offer unless, as of the scheduled expiration time the following
conditions are satisfied …”  All offer condit ions should be described in this section .
Please revise to describe any conditions to the offer not already included in this section.
Please also advise us , with a vi ew towards additional disclosure,  what other rights to
terminate the offer DLR and Buyer may have beyond those relating to the offer
conditions disclosed in this secti on.

17. While the o ffer may be conditioned on any number of objective and clearly -described
conditions, reserving the right to terminate the offer “regardless of the circumstances
giving rise to any such condition s…” potent ially renders the offer illusory because the

Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
December 20, 2019
Page 5

 action or inaction of DLR or Buyer could serve as justification for terminating it.  Please
revise the disclosure here accordingly.

*    *    *

We remind you that the registrants are responsible for the accura cy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Securities Act Rules 460 and 461 regarding requests for acceleration. Please
allow adequate time for us to review any amendmen t prior to the requested effective date of the
registration statement.

 Please contact me at (202) 551 -3444 with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions