Simpson Thacher & Bartlett
ICBC TOWER, 35TH FLOOR
3 GARDEN ROAD
HONG KONG
TELEPHONE: +852-2514-7600
FACSIMILE: +852-2869-7694
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October 11, 2016
CONFIDENTIAL AND VIA EDGAR
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street N.E.
Mail Stop 4561
Washington, D.C. 20549
Attention: Ms. Barbara C. Jacobs, Assistant Director
Mr. Gabriel Eckstein, Esq., Staff Attorney
Mr. Matthew Crispino, Esq., Staff Attorney
Ms. Kathleen Collins, Accounting Branch Chief
Ms. Melissa Kindelan, Staff Accountant
Re: GDS Holdings Limited
Registration Statement on Form F-1 Filed October 4, 2016
CIK No. 0001526125
File Number: 333-213951
Ladies and Gentlemen:
On behalf of our client, GDS Holdings Limited, a company organized under the laws of the Cayman Islands (the “Company”), we are supplementally providing to the Staff of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), certain materials previously requested with respect to the above-referenced draft registration statement on Form F-1 (the “Registration Statement”).
The Company refers to the Staff’s comments contained in the comment letter dated June 16, 2016 from the Staff (the “June 16 Comment Letter”).
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DANIEL FERTIG |
ADAM C. FURBER |
ANTHONY D. KING |
CELIA C.L. LAM |
CHRIS K.H. LIN |
JIN HYUK PARK |
KATHRYN KING SUDOL |
CHRISTOPHER K.S. WONG |
RESIDENT PARTNERS
SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN:
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NEW YORK |
BEIJING |
HOUSTON |
LONDON |
LOS ANGELES |
PALO ALTO |
SÃO PAULO |
SEOUL |
TOKYO |
WASHINGTON, D.C. |
Set forth below is the Company’s response to Comment 46 from the Staff in the June 16 Comment Letter. The Staff’s comment is retyped in bold italics below for your ease of reference.
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46. Please supplementally provide us with copies of any graphics or artwork you intend to use in your prospectus. Upon review of such materials, we may have further comments. For guidance, consider Question 101.02 of our Securities Act Forms Compliance and Disclosure Interpretations.
In response to the Staff’s comment, the Company is herewith supplementally providing to the Staff, together with this letter, five (5) copies of the graphics and artwork the Company intends to use in its prospectus. The Company understands that the Staff may have further comments upon review of these materials.
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If you have any question regarding this letter or the materials provided, please do not hesitate to contact me at +852-2514-7660 (work), +852-9768-6776 (mobile) or dfertig@stblaw.com (email) or David Lee at +852-2514-7655 (work), +852-9036-9375 (mobile) or dlee@stblaw.com (email).
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Very truly yours, |
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/s/ Daniel Fertig |
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Daniel Fertig |
Enclosures
cc: William Wei Huang, Chairman and Chief Executive Officer
Daniel Newman, Chief Financial Officer
GDS Holdings Limited
Chris Lin, Esq.
David Lee, Esq.
Simpson Thacher & Bartlett
Karen Yan, Esq.
William L. Hughes, Esq.
Gordon K. Davidson, Esq.
Fenwick & West LLP