Simpson Thacher & Bartlett
ICBC TOWER, 35TH FLOOR
3 GARDEN ROAD
HONG KONG
TELEPHONE: +852-2514-7600
FACSIMILE: +852-2869-7694
Direct Dial Number |
E-mail Address |
(852) 2514-7660 |
dfertig@stblaw.com |
August 14, 2018
CONFIDENTIAL AND VIA EDGAR
Division of Corporation Finance
Office of Information Technologies and Services
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Megan Akst, Senior Staff Accountant
Mr. Craig Wilson, Senior Assistant Chief Accountant
Re: GDS Holdings Limited
Form 20-F for the Fiscal Year Ended December 31, 2017
File No. 001-37925
Ladies and Gentlemen:
On behalf of our client, GDS Holdings Limited., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the Company), we are submitting this response to the Staffs comments contained in the comment letter dated July 31, 2018 (the July 31 Comment Letter) from the Staff with respect to the Companys Annual Report on Form 20-F (the Annual Report) via EDGAR with the Securities and Exchange Commission (the Commission) under the Securities Exchange Act of 1934, as amended (the Securities Act).
The Company has responded to the Staffs comments contained in the July 31 Comment Letter by providing explanations in response to the comments. Set forth below are the Companys responses to the Staffs comments in the July 31 Comment Letter. The Staffs comments are retyped in bold italics below for your ease of reference.
* * * * *
Form 20-F for the Fiscal Year Ended December 31, 2017
Item 3. Key Information
A. Selected Financial Data
Non-GAAP Measures, page 4
1. You present Adjusted EBITDA/margin and Adjusted NOI/margin without presenting the comparable GAAP measure(s) on page 4 of the filing. Please revise future filings throughout, including your Business Overview section, and Form 6-Ks that provide non-GAAP information incorporated by reference into a Securities Act filing, to present the comparable GAAP measure(s) with equal or greater prominence. In addition, please revise your reconciliation of Adjusted Net Operating Income in future filings to begin with Net Income (Loss) the comparable GAAP measure. Refer to Item 10(e)(1)(i)(A) and (B) of Regulation S-K and Questions 102.10, 106.02 and 106.03 of the NonGAAP Financial Measures Compliance and Disclosure Interpretations as of April 4, 2018.
The Staffs comment is well noted, and the Company undertakes to revise its future filings to present the GAAP measures and revise the reconciliation as described in the Staffs comment.
Item 15. Controls and Procedures
Managements Annual Report on Internal Control over Financial Reporting, page 154
2. Please confirm that management used the COSO framework of 2013 in performing its assessment and disclose the framework used in future reports. Refer to Item 308(a)(2) of Regulation S-K. Revise your future filings accordingly.
The Company confirms that it used the COSO framework of 2013 in performing its assessment, and undertakes to disclose the framework in its future filings.
* * * * *
If you have any question regarding the Annual Report or this response, please do not hesitate to contact me at +852-2514-7660 (work), +852-6640-3886 (mobile) or dfertig@stblaw.com (email).
|
Very truly yours, |
|
|
|
/s/ Daniel Fertig |
|
Daniel Fertig |
Enclosures
cc: |
William Wei Huang, Chief Executive Officer |
|
|
Dan Newman, Chief Financial Officer |
|
|
GDS Holdings Limited |
|
|
|
|
|
Jesse Qian |
|
|
KPMG Huazhen LLP |
|