505 Montgomery Street, Suite 2000 | ||||
San Francisco, California 94111-6538 | ||||
![]() | Tel: +1.415.391.0600 Fax: +1.415.395.8095 | |||
www.lw.com | ||||
FIRM /AFFILIATE OFFICES | ||||
Abu Dhabi | Moscow | |||
Barcelona | Munich | |||
Beijing | New Jersey | |||
Brussels | New York | |||
Chicago | Orange County | |||
September 3, 2010 | Doha | Paris | ||
Dubai | Riyadh | |||
Frankfurt | Rome | |||
VIA EDGAR | Hamburg | San Diego | ||
Hong Kong | San Francisco | |||
Jennifer Gowetski, Senior Counsel Division of Corporation Finance Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549-6010 | Houston | Shanghai | ||
London | Silicon Valley | |||
Los Angeles | Singapore | |||
Madrid | Tokyo | |||
Milan | Washington, D.C. |
Re: | Digital Realty Trust, Inc. |
Digital Realty Trust, L.P.
Registration Statement on Form S-4
File No. 333-167805
Dear Ms. Gowetski:
On behalf of Digital Realty Trust, Inc. (the “General Partner”) and Digital Realty Trust, L.P. (the “Operating Partnership”, and together with the General Partner, the “Company”), enclosed herewith is Amendment No. 2 (the “Amendment”) to the Company’s Registration Statement on Form S-4 (the “Registration Statement”), as filed with the Securities and Exchange Commission on September 3, 2010. The Company has amended the Registration Statement in response to comments contained in the letter from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission, dated August 20, 2010 (the “Comment Letter”). The responses in this letter are based on representations made by the Company to Latham & Watkins LLP for the purpose of preparing this letter.
For ease of review, we have set forth the numbered comments of the Comment Letter and the Company’s responses thereto.
General
1. | We note your response to comment 1 in our letter 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. |
Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement to reflect the revisions made in Post-Effective Amendment No. 1 to the Form 10 filed by the Operating Partnership (the “Form 10”) on the date hereof in response to the Staff’s comments to the Form 10.
September 3, 2010
Page 2
* * * *
We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (415) 646-8307 with any questions or comments regarding this correspondence.
Very truly yours, |
/s/ Keith Benson |
Keith Benson |
of LATHAM & WATKINS LLP |
Enclosures
cc: | Adam F. Turk, United States Securities and Exchange Commission |
Joshua A. Mills, Digital Realty Trust, Inc.
Julian T.H. Kleindorfer, Latham & Watkins LLP