Simpson Thacher & Bartlett
ICBC TOWER, 35TH FLOOR
3 GARDEN ROAD
HONG KONG
TELEPHONE: +852-2514-7600
FACSIMILE: +852-2869-7694
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Direct Dial Number (852) 2514-7660 |
E-mail Address dfertig@stblaw.com |
October 19, 2016
VIA EDGAR
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street N.E.
Mail Stop 4561
Washington, D.C. 20549
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Attention: |
Ms. Barbara C. Jacobs, Assistant Director |
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Mr. Gabriel Eckstein, Esq., Staff Attorney |
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Mr. Matthew Crispino, Esq., Staff Attorney |
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Ms. Kathleen Collins, Accounting Branch Chief |
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Ms. Melissa Kindelan, Staff Accountant |
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Re: |
GDS Holdings Limited |
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Amendment No. 1 to Registration Statement on Form F-1 |
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CIK No. 0001526125 |
Ladies and Gentlemen:
On behalf of our client, GDS Holdings Limited, a company organized under the laws of the Cayman Islands (the “Company”), we enclose herewith for filing via EDGAR with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), an amendment (“Amendment No. 1”) to the Company’s registration statement on Form F-1 (the “Registration Statement”).
We enclose herewith five (5) courtesy copies of Amendment No. 1, which has been marked to show changes to the Company’s Registration Statement filed via EDGAR on October 4, 2016 (the “October 4 Filing”).
Amendment No. 1 contains the estimated price range and offering size. The Company plans to launch the road show on October 20, 2016.
The Company has also revised the October 4 Filing to include (i) operating data as of and for the nine months ended September 30, 2016 and related disclosure; (ii) recent developments to set forth selected unaudited financial data for the three months ended September 30, 2016; and (iii) other information and data to reflect new developments since the October 4 Filing including the appointment of directors as well as to update the Registration Statement as needed.
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If you have any question regarding the Draft Registration Statement, please do not hesitate to contact me at +852-2514-7660 (work), +852-6640-3886 (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, Co-chairman and Chief Executive Officer
Daniel Newman, Chief Financial Officer
GDS Holdings Limited
Chris Lin
David Lee
Simpson Thacher & Bartlett
Karen Yan
Fenwick & West LLP
Jessie Qian
Kevin Huang
KPMG Huazhen LLP