UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE
January 12, 2021
Via E-Mail
Timothy B. Bancroft, Esq.
Goulston & Storrs PC
400 Atlantic Avenue
Boston, MA, 02110-3333
Re: China Distance Education Holdings Limited
Schedule 13E-3
Filed by China Distance Education Holdings Limited, Zhengdong
Zhu,
Baohong Yin, Zhangxing Wang, Qi Wang, Yue Zhao, Jingdong
Liu,
Xiaoshu Chen, Tao Long et al.
Filed on December 23, 2020
File No. 5-84127
Dear Mr. Bancroft:
We have reviewed the above filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand the
filing persons disclosure.
Please respond to this letter by amending the filing, by providing the
requested
information, or by advising us when you will provide the requested response.
If you do not
believe our comments apply to the filing persons facts and circumstances
or do not believe an
amendment is appropriate, please tell us why in your response.
After reviewing any amendments to the filing and the information you
provide in
response to these comments, we may have additional comments. All defined
terms used here
have the same meaning as in the Schedule 13E-3.
Schedule 13E-3 Exhibit (a)-(1) Preliminary Proxy Statement of the Company
Letter to Shareholders
1. Refer to the last two sentences on page 1 of the letter to
shareholders. The second to last
sentence refers to Jetlong but the term does not appear to be
defined. Please advise or
revise. In the last sentence, please confirm whether Xiaoshu Chen is
intended to refer to
the defined term Chen, which includes Jetlong Investments
Limited.
Timothy B. Bancroft, Esq.
Goulston & Storrs PC
January 12, 2021
Page 2
2. The third paragraph on page 2 indicates that the Excluded Shares (other
than the
Dissenting Shares) will be cancelled for no consideration. Please revise
in this location
to make clear that pursuant to the Support Agreement, the Rollover
Shares will be
cancelled in exchange for a number of newly issued ordinary shares of
Parent set forth in
the Support Agreement prior to the Merger.
Special Factors, page 28
3. Disclosure on page 31 indicates that [o]n October 16, 2020, the
Special Committee held
a telephonic meeting with Duff & Phelps and Goulston & Storrs at which
representatives
of Duff & Phelps presented to the Special Committee Duff & Phelps s
preliminary
financial analysis. Each presentation, discussion, or report held
with or presented by the
financial advisor, whether oral or written, is a separate report that
requires a reasonably
detailed description meeting the requirements of Item 1015 of Regulation
M-A. This
requirement applies to both preliminary and final reports. While it
appears that the above
page includes a reference to a presentation made by Duff & Phelps during
the Special
Committee s evaluation of the transaction, please supplement the
disclosure to provide a
reasonably detailed description of such meeting that satisfies the
requirements of Item
1015 and file any written materials, if applicable, as exhibits to the
Schedule 13E-3
pursuant to Item 9 of Schedule 13E-3 and Item 1016(c) of Regulation M-A.
We note that
there does not appear to be any such written report dated October 16,
2020 currently filed
as an exhibit. Refer to Meyers Parking, Rel. 34-26069 (Sep. 12, 1980)
and Charles
Ephraim (Sep. 30, 1987).
Reasons for the Merger and Recommendation of the Special Committee and the
Company
Board, page 34
4. The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
to each filing person s fairness determination and should be discussed
in reasonable
detail. See Question Nos. 20 and 21 of the Exchange Act Release No.
34-17719 (April
13, 1981). Please revise this section to either include the factors
described in clauses (ii),
(iv) and of Instruction 2 to Item 1014 or explain why such factors were
not deemed
material or relevant. Please note that the factors described in clauses
(ii) and (iv) do not
appear to be sufficiently addressed in the second paragraph on page 38.
In responding to
this comment, consider the disclosure provided by the Buyer Group in the
second bullet
point on page 39 and the third paragraph on page 40.
Position of the Buyer Group as to the Fairness of the Merger, page 38
5. Refer to the preceding comment. Please revise this section to either
include the factor
described in clause (vi) of Instruction 2 to Item 1014 or explain why
such factor was not
deemed material or relevant.
Timothy B. Bancroft, Esq.
Goulston & Storrs PC
January 12, 2021
Page 3
Certain Financial Projections, page 42
6. Refer to the material assumptions described on the bottom of page 42. So
that
shareholders can better appreciate the impact of the assumptions on the
formulation of
the projections, please expand the disclosure to address the following:
the meaning of market acceptance in the first bullet point;
in the second and third bullet points, quantify what is meant by the
phrase to be in
line with management s expectations;
in the third bullet point, quantify the increased expenses and
activities; and
in the fourth bullet point,
o quantify the impact of the pandemic on the Company s revenue
so that
shareholders can understand the continued effect on the
Company s revenue
in the near future; and
o specify, to the extent possible, the meaning of near future
to make clear
what years included in the projections are and are not
impacted by the
pandemic.
Fees and Expenses, page 56
7. Please revise this section to quantify any compensation received in the
past two years, or
to be received, by Duff & Phelps and its affiliates as a result of its
relationship with the
Company or its affiliates, including the Buyer Group. Refer to Item 9 of
Schedule 13E-3,
Item 1015(b)(4) of Regulation M-A and Going Private Transactions,
Exchange Act Rule
13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretation
217.01.
* * *
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to me at (202) 551-3444. You may also
contact me via
facsimile at (202) 772-9203. Please send all correspondence to us at the
following ZIP code:
20549-3628.
Sincerely,
/s/ Perry J. Hindin
Perry J. Hindin
Special Counsel
Office of Mergers &
Acquisitions