 | 650 Page Mill Road Palo Alto, CA 94304-1050
PHONE 650.493.9300 FAX 650.493.6811
www.wsgr.com |
March 27, 2014
Via EDGAR and Overnight Delivery
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Attention: | Stephen Krikorian | |
| Melissa Walsh | ||
| Maryse Mills-Apenteng | ||
| Matthew Crispino |
| Re: | SouFun Holdings Limited | |
| Form 20-F for the Fiscal Year Ended December 31, 2012 | ||
| Filed April 3, 2013 | ||
| Form 6-K | ||
| Filed February 13, 2014 | ||
| File No. 001-34862 |
Ladies and Gentlemen:
On behalf of SouFun Holdings Limited (the “Company”), we submit this letter in response to oral comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided by Melissa Walsh regarding the Company’s March 18, 2014 response to the Staff’s letter dated February 25, 2014 relating to the Company’s annual report on Form 20-F referenced above (the “20-F”).
The Company’s responses to the Staff’s comments are as follows (the comments have been retyped herein in bold for your ease of reference).
AUSTIN BEIJING BRUSSELS GEORGETOWN,DE HONGKONG LOSANGELES NEWYORK
PALOALTO SANDIEGO SANFRANCISCO SEATTLE SHANGHAI WASHINGTON,DC
Securities and Exchange Commission
March 27, 2014
Page 2
Form 20-F for the Fiscal Year Ended December 31, 2012
Financial Statements
Notes to the Consolidated Financial Statements
Note 22. Segment Reporting, page F-67
| 1. | We note your response to prior comment 2. Please clarify whether the Company intends to provide revenue disclosure by product group in the notes to the financial statements in its future Annual Reports on Form 20-F. |
RESPONSE
The Company advises the Staff that with respect to its Annual Report on Form 20-F for the year ended December 31, 2013, it intends to provide revenue by product group (new homes, secondary and rental properties, home furnishing and improvements and research) for each of its largest concentrations of revenues, marketing services, e-commerce services, listing services and other value added services. The Company intends to provide the information as follows:
| For the Years Ended December 31, | ||||||||||||
| 2011 | 2012 | 2013 | ||||||||||
| US$ | US$ | US$ | ||||||||||
Marketing services: | ||||||||||||
New home | 210,719 | 222,963 | 258,479 | |||||||||
Secondary and rental properties | 2,280 | 1,203 | 919 | |||||||||
Home furnishing and improvement | 33,635 | 25,695 | 18,924 | |||||||||
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Total marketing service revenues | 246,634 | 249,861 | 278,322 | |||||||||
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E-commerce services: | ||||||||||||
New home | 22,513 | 102,019 | 188,102 | |||||||||
Other product groups | 1,657 | 143 | 5 | |||||||||
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Total E-commerce service revenues | 24,170 | 102,162 | 188,107 | |||||||||
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Listing services: | ||||||||||||
Secondary and rental properties | 54,732 | 55,114 | 144,963 | |||||||||
Research | 9,785 | 13,592 | 14,178 | |||||||||
Other product groups | 2,608 | 4,168 | 2,406 | |||||||||
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Total listing service revenues | 67,125 | 72,874 | 161,547 | |||||||||
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Securities and Exchange Commission
March 27, 2014
Page 3
Form 6-K filed February 13, 2014
| 2. | We note your response to prior comment 3. Please tell us which nonfinancial metrics the Company intends to provide in its future Annual Reports on Form 20-F. |
RESPONSE
The Company respectively advises the Staff it intends to provide quarterly data for 2013 for the following nonfinancial metrics in its Annual Report on Form 20-F for the year ended December 31, 2013:
| • | website traffic |
| • | total registered members |
| • | active registered members and |
| • | geographic coverage of SouFun membership services |
The Company advises the Staff that it does not intend to provide annual or quarterly data for earlier periods due to concerns regarding the quality of such data. In future years, the Company intends to provide annual data using 2013 as its starting point to provide trends for investors. The Company is providing the quarterly data for 2013 as a transition to provide trend information for that limited period rather than just providing annual data.
The Company continues to enhance its understanding and analyses of business drivers of its business and is in the process of establishing a comprehensive system to consistently capture relevant and accurate nonfinancial measures to support management’s decision making. To the extent the Company’s management believes additional nonfinancial measures are or become relevant, consistently reflect trends of the Company’s operations and become integral part of management’s decision support, the Company intends to disclose such measures in its discussions and analysis of operating and financial review and prospects section of its annual reports.
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In responding to the Staff’s comments, the Company has authorized the undersigned to acknowledge on its behalf that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Securities and Exchange Commission
March 27, 2014
Page 4
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If you have any questions regarding the 20-F, please do not hesitate to contact Barry E. Taylor at (650) 849-3329 of this firm or me at (650) 320-4509.
| Sincerely yours, |
| WILSON SONSINI GOODRICH & ROSATI |
| Professional Corporation |
| /s/ Julia Reigel |
| Julia Reigel |
| cc: | SouFun Holdings Limited | |
| Vincent Tianquan Mo, Executive Chairman | ||
| Wilson Sonsini Goodrich & Rosati, P.C. | ||
| Barry E. Taylor | ||
| Kefei Li | ||
| Ernst & Young Hua Ming LLP | ||
| Eric Li | ||
| Kay Deng | ||