Morgan Stanley & Co. International plc
25 Cabot Square, Canary Wharf
London E14 4QA
United Kingdom
Deutsche Bank Securities Inc.
60 Wall Street,
New York, N.Y. 10005
United States of America
UBS Securities LLC
1285 Avenue of the Americas
New York, NY 10019
United States of America
As representatives of the prospective underwriters
VIA EDGAR
March 23, 2018
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: |
| Mr. Larry Spirgel |
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| Mr. Paul Fischer |
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| Mr. Terry French |
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| Ms. Christie Wong |
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Re: |
| OneSmart International Education Group Limited (the “Company”) |
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| Registration Statement on Form F-1, as amended (Registration No. 333-223406) |
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| Registration Statement on Form 8-A (Registration No. 001-38430) |
Dear Ladies and Gentlemen:
We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:30 p.m., Eastern Time on March 27, 2018, or as soon thereafter as is practicable.
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 between March 16, 2018 and the date hereof, copies of the Company’s Preliminary Prospectus dated March 16, 2018 were distributed as follows: 1,796 copies to prospective underwriters, institutional investors, dealers and others.
We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours, |
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| Morgan Stanley & Co. International plc |
| Deutsche Bank Securities Inc. |
| UBS Securities LLC |
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| As representatives of the prospective underwriters |
| MORGAN STANLEY & CO. INTERNATIONAL PLC | ||
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| By: | /s/ David Lau | |
| Name: | David Lau | |
| Title: | Managing Director | |
[Acceleration Request Letter]
| DEUTSCHE BANK SECURITIES INC. | |||
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| By: | /s/ Francis Windels | ||
| Name: | Francis Windels | ||
| Title: | Managing Director | ||
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| By: | /s/ David Bailey | ||
| Name: | David Bailey | ||
| Title: | Managing Director | ||
[Acceleration Request Letter]
| UBS SECURITIES LLC | ||
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| By: | /s/ Stephen Chang | |
| Name: | Stephen Chang | |
| Title: | Director | |
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| By: | /s/ Roman Cambell | |
| Name: | Roman Cambell | |
| Title: | Associate Director | |
[Acceleration Request Letter]
