Goldman Sachs (Asia) L.L.C.
68th Floor, Cheung Kong Center
2 Queen’s Road Central, Hong Kong
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
Credit Suisse Securities (USA) L.L.C.
Eleven Madison Avenue
New York, NY 10010
United States
VIA EDGAR
October 17, 2017
Mr. Larry Spirgel, Assistant Director
Ms. Celeste M. Murphy, Legal Branch Chief
Mr. Courtney Lindsay, Staff Attorney
Mr. Terry French, Accountant Branch Chief
Mr. Charles Eastman, Staff Accountant
AD Office 11 – Telecommunications
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Sea Limited (CIK: 0001703399) |
Registration Statement on Form F-1 (Registration No. 333-220571)
Registration Statement on Form 8-A (Registration No. 001-38237)
Ladies and Gentlemen:
We hereby join Sea Limited (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:30 p.m., Eastern Standard Time, on October 19, 2017, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis International LLP, may orally request by telephone call that such Registration Statement be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated October 6, 2017, through the date hereof:
Preliminary Prospectus dated October 6, 2017:
4131 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, | ||||
| GOLDMAN SACHS (ASIA) L.L.C. | ||||
| MORGAN STANLEY & CO. INTERNATIONAL PLC | ||||
| CREDIT SUISSE SECURITIES (USA) L.L.C. | ||||
| As Representatives of the several Underwriters | ||||
By: | GOLDMAN SACHS (ASIA) L.L.C. | |||
| By: | /s/ Iain Drayton | |||
| Name: | Iain Drayton | |||
| Title: | Managing Director | |||
| By: | MORGAN STANLEY & CO. INTERNATIONAL PLC | |||
| By: | /s/ Peter Chu | |||
| Name: | Peter Chu | |||
| Title: | Managing Director | |||
| By: | CREDIT SUISSE SECURITIES (USA) L.L.C. | |||
| By: | /s/ Marc Bernstein | |||
| Name: | Marc Bernstein | |||
| Title: | Director | |||
[Acceleration Request]
