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United States securities and exchange commission logo
September 15, 2020
Jing Ju
Chief Executive Officer
Chindata Group Holdings Limited
No. 47 Laiguangying East Road
Chaoyang District, Beijing, 100012
The People s Republic of China
Re: Chindata Group
Holdings Limited
Registration
Statement on Form F-1
Filed September 8,
2020
File No. 333-248658
Dear Mr. Ju:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless otherwise
noted, where prior comments are referred to they refer to our letter
dated September 30, 2020.
Registration Statement on Form F-1
Capitalization, page 78
1. The number of Class A
ordinary shares outstanding on a pro forma basis appears to
include the 5,667,164
options that were early exercised in August. Considering such
shares are still
subject to vesting conditions, and as you state in your revised disclosures
the early exercise of
such options was not considered substantive, please explain further
how you determined that
inclusion of such shares in total outstanding pro forma shares is
appropriate.
Alternatively, consider including a footnote to the table explaining the
exclusion of such
shares from the pro forma totals.
Jing Ju
FirstName LastNameJing
Chindata Group Holdings Ju
Limited
Comapany 15,
September NameChindata
2020 Group Holdings Limited
September
Page 2 15, 2020 Page 2
FirstName LastName
Interim Condensed Consolidated Balance Sheet as of June 30, 2020, page F-48
2. You indicate here that there are 481,756,904 Class B ordinary shares
outstanding on a pro
forma basis; however, in the Capitalization table you state there are
391,875,338 of such
shares outstanding. Please explain this apparent inconsistency or
revise accordingly.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
Note 11. Share-based Payments, page F-65
3. You indicate here that 24,000 units granted in September 2019 are
subject to accelerated
vesting upon completion of an IPO; however, on page F-38, you disclose
that 193,000
units granted in September 2019 are subject to accelerated vesting.
Please explain this
apparent inconsistency or revise your disclosures accordingly.
4. In response to prior comment 3, you attribute the increase in the
value of the Class B
Units from $17.26 in September 2019 to $125.74 in May 2020 to the
increase in the value
of the company's ordinary shares and the change in the distribution
percentages between
Class B Unit holders and Common Unit holders in BCPE Bridge Cayman
L.P.
("BCPE Bridge"). Please explain to us why your analysis focuses only
on the increase in
the value of the company's ordinary shares held by BCPE Bridge. Tell
us whether BCPE
Bridge holds other assets, and, if so, how those were considered in
determining the value
of BCPE Bridge's Class B Units. Also, tell us the distribution
percentages for the Class B
Unit and Common Unit holders as of September 2019 and May 2020.
Note 17. Subsequent Events, page F-68
5. Please revise to disclose the value of the 5,666,354 options granted
in September 2020 as
well as the amount of share-based compensation expense that will be
recognized for the
options that are subject to accelerated vesting upon completion of the
IPO. Also, tell us
the value of the underlying ordinary shares used to value these
options and to the extent
there was any significant fluctuation in the fair value from prior
grants, please describe for
us the factors that contributed to such fluctuations including any
intervening events within
the company or changes in your valuation assumptions or methodology.
General
6. Please file a consent for the inclusion of Ernst & Young Hua Ming
LLP's report on
Chindata (Xiamen) Science and Technology Co., Ltd.'s financial
statements dated April
10, 2020.
7. We note that the Class B ordinary shares held by the Bain Capital
Entities will
automatically convert into Class A ordinary shares five years from the
date of this
offering. Please disclose this provision on the prospectus cover page.
Also provide risk
factor disclosure of the dilution to holders of Class A ordinary
shares, the relative increase
in the voting power of Mr. Jing Ju and the potential loss of
"controlled company" status
that could occur.
Jing Ju
Chindata Group Holdings Limited
September 15, 2020
Page 3
8. We note that your forum selection provision in the Fifth Amended and
Restated
Memorandum and Articles of Incorporation identifies the courts of the
Cayman Islands as
the exclusive forum for all actions other than those arising under the
federal securities
laws and the federal courts of the United States of America for federal
securities laws
claims. Please discuss this provision under "Description of Share
Capital." In addition,
add risk factor disclosure related to this provision and state that there
is uncertainty as to
whether a court would enforce such provision and that investors cannot
waive compliance
with the federal securities laws and the rules and regulations
thereunder. In that regard,
we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability
created by the
Securities Act or the rules and regulations thereunder.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Jeff Kauten,
Staff Attorney, at
(202) 551-3447 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
FirstName LastNameJing Ju
Division of
Corporation Finance
Comapany NameChindata Group Holdings Limited
Office of
Technology
September 15, 2020 Page 3
cc: David Zhang, Esq.
FirstName LastName