United States securities and exchange commission logo

                            July 9, 2020

       Scott G. Bruce
       Digital Landscape Group, Inc.
       660 Madison Avenue, Suite 1435
       New York, NY 10065

                                                        Re: Digital Landscape
Group, Inc.
                                                            Draft Registration
Statement on Form S-4
                                                            Submitted June 12,
                                                            CIK No. 0001810739

       Dear Mr. Bruce:

              We have reviewed your draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-4

       Unaudited Pro Forma Condensed Combined Financial Information, page 55

   1.                                                   Please revise to
disclose how the pro forma financial statements reflect the following:
                                                            The contingent
payment upon the change in control relating to the DWIP and the
                                                            IWIP Plan as
disclosed in Note 15 on page F-29; and
                                                            The redemption of
the minority interest in AP WIP Investments, LLC, held by KKR
                                                            Investors, LP as
disclosed in Note 16 on page F-29.
       Key Factors Affecting Financial Results, page 66

   2.                                                   We note your
disclosures of potential adverse impacts from COVID-19. Please tell us
                                                        what consideration you
gave to providing expanded information regarding specific
 Scott G. Bruce
FirstName   LastNameScott  G. Bruce
Digital Landscape  Group, Inc.
July 9, 2020NameDigital Landscape Group, Inc.
July 9,2 2020 Page 2
FirstName LastName
         impacts that your business has experienced from the COVID-19 pandemic
(e.g., impacts
         on your workforce or your ability to complete transactions). Refer to
CF Disclosure
         Guidance: Topic No. 9 and 9A.
EBITDA and Adjusted EBITDA, page 69

3.       We note your disclosure in the footnote to the reconciliation that
Adjusted EBITDA
         includes the impact of 100% of selling, general, and administrative
expense which appears
         to be inconsistent with your exclusion of severance expense. Please
revise to correct this
         discrepancy or explain to us why no revision is necessary.
4.       We note your disclosure of your estimate of the historical selling,
general, and
         administrative costs related to the acquisition of revenue producing
assets and the impact
         on Adjusted EBITDA if such costs were excluded from the statement of
         Please tell us why you believe this disclosure is appropriate and
provides useful
         information to investors regarding your financial condition and
results of operations. In
         your response please include a discussion of the frequency with which
you have acquired
         revenue producing assets in the past, and whether you expect that
trend to continue in
         future periods.
Acquisition Capex, page 70

5.       Please expand on your discussion of this measure to explain the
specific reasons why you
         believe it provides valuable additional information for users of the
financial statements.
         In your response, please explain the nature of the "noncash investment
- under lease and
         installment arrangements" and "future interest on noncash investments
- lease and
         installment agreements" adjustments and explain to us why they are
         adjustments to arrive at Acquisition Capex.
Ground Cash Flow, page 70

6.       We note your disclosure that management believes the presentation of
Ground Cash Flow
         provides valuable additional information for users of the financial
statements in assessing
         your results of operations which implies that you are presenting this
measure as a
         performance measure. Please explain to us in greater detail how this
measure is used by
         management and whether it is used as a cash flow measure. To the
extent Ground Cash
         Flow is used as a liquidity measure, please explain why you have not
described it as such
         and reconciled it to a GAAP liquidity measure. Finally, please explain
to us whether there
         are any differences between the definition of Ground Cash Flow and
Gross Profit, and if
         not, clarify for us why you believe it is necessary to retitle the
measure within your filing.
Management's Discussion and Analysis of Financial Condition and Results of
Annualized In-Place Rents, page 71

7.       We note you present annualized in-place rents as a non-GAAP measure.
Please tell us
 Scott G. Bruce
FirstName   LastNameScott  G. Bruce
Digital Landscape  Group, Inc.
July 9, 2020NameDigital Landscape Group, Inc.
July 9,3 2020 Page 3
FirstName LastName
         how you have met all the disclosure requirements of Item 10(e) of
Regulation S-K with
         respect to this measure, including the requirement to reconcile the
measure to the most
         comparable GAAP measure.
Exclusive Forum, page 151

8.       Your forum selection provision identifies the Court of Chancery of the
State of Delaware
         (or, if no state court located within the State of Delaware has
jurisdiction, the federal
         district court for the District of Delaware) as the exclusive forum
for certain litigation,
         including any    derivative action.    Please disclose whether this
provision applies to
         actions arising under the Exchange Act. In this regard, note that
Section 27 of the
         Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
         duty or liability created by the Exchange Act or the rules and
regulations thereunder. You
         also disclose that the federal district courts of the United States of
America will be the
         sole and exclusive forum for the resolution of any complaint asserting
a cause of action
         arising under the Securities Act. Please state that there is
uncertainty as to whether a court
         would enforce such provisions. In that regard, 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.

Comparison of Stockholder Rights, page 153

9.       You state that you are providing a summary of "certain" differences
between the rights of
         the common shareholders of DLGI BVI and the stockholders of DLGI
Delaware. Please
         clarify that you are providing a summary of the material differences
and briefly highlight
         the most significant differences affecting shareholder rights. In
addition, please expand
         your comparison to discuss the exclusive forum provision included in
the DLGI Delaware
Material United States Federal Income Tax Consequences, page 163

10.      You state that the discussion in this section is for "general
information only and is not
         intended to be, nor should it be construed to be, legal or tax advice
to any holder or
         prospective holder of the Class A Common Shares, Warrants or Series A
         Preferred Shares." Investors are entitled to rely upon your disclosure
regarding the
         material tax consequences of the transaction. Please revise. For
guidance, refer to Section
         III.D.1 of Staff Legal Bulletin No. 19.
11.      Please revise this section to clearly state that the disclosure in the
tax consequences
         section is the opinion of Cravath as the named counsel and clearly
articulate the opinion of
         counsel. For guidance, see Section III.B of Staff Legal Bulletin No.
19. In addition, we
         note the statement that the domestication should qualify as an F
Reorganization and that
         US shareholders "should not" recognize taxable gain or loss as a
result of the
         domestication. Please explain why you cannot give a "will" opinion and
describe the
 Scott G. Bruce
FirstName   LastNameScott  G. Bruce
Digital Landscape  Group, Inc.
July 9, 2020NameDigital Landscape Group, Inc.
July 9,4 2020 Page 4
FirstName LastName
         degree of uncertainty. Include risk factor or other appropriate
disclosure addressing the
         risk to investors regarding uncertain tax treatment. For guidance, see
Section III.C.4 of
         Staff Legal Bulletin No. 19.
Consolidated Statements of Operations, page F-4

12.      We note your disclosure in the second paragraph of page 59 and
footnote (1) on page 69
         relating to selling, general, and administrative costs related to
management compensation
         and expenses that, prior to the Acquisition Closing Date and for the
periods presented,
         were obligations of Associated Group Management and therefore excluded
from the
         selling, general, and administrative expenses of the APW Group. Please
clarify to us
         whether the financial statements of APW Group reflect all costs of
doing business and
         how you considered SAB Topic 1B1 Questions 1 and 2.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Revenue Recognition, page F-12

13.      We note your disclosure that revenue is recorded as earned over the
term of the lease since
         the operating lease arrangements are cancellable by both parties.
Please revise to provide
         more details of when you considered that the revenue has been earned.
In your response,
         tell us the typical contractual term of your operating leases, and
whether the leases tend to
         include fixed rent escalations.
Financial Statements
AP WIP Investments, LLC and Subsidiaries
Note 3. Real Property Interests, page F-14

14.      Please address the following with respect to your cell site leasehold
             Please clarify for us the specific asset or contractual right
conveyed to you in your
             transactions to acquire leasehold interests,
             Tell us the specific accounting literature you relied on to
support your treatment of
             the acquisition as the acquisition of an intangible asset,
             Explain to us whether your arrangements with sellers of interests
include a set
             contractual term, and if so, tell us how that term aligns with the
twenty-five year
             useful life you use to amortize the related intangible asset,
             Tell us the other factors you considered in determining that the
useful life of the
             leasehold interests should be increased from fifteen to
twenty-five years, and
             Clarify for us whether you believe that you will be required to
reassess these
             arrangements under ASC Topic 842 to determine if a lease is
present upon the
             acquisition of APW WIP Investments by Digital Landscape Group, Inc
and the basis
             for your conclusion.
Financial Statements of Landscape Acquisition Holdings Limited, page F-32

15.      Please tell us what plans you have, if any, to update the financial
information for
 Scott G. Bruce
Digital Landscape Group, Inc.
July 9, 2020
Page 5
      Landscape Acquisition Holdings Limited to address the transition period
created by the
      change in fiscal year end from October 31 to December 31.

16.   Please confirm that the Delaware corporation to be formed in the
domestication will file a
      post-effective amendment adopting the Form S-4 registration statement as
its own and
      update the disclosure as appropriate.
       You may contact Jorge Bonilla at 202-551-3414 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng at 202-551-3457
with any
other questions.

FirstName LastNameScott G. Bruce
                                                           Division of
Corporation Finance
Comapany NameDigital Landscape Group, Inc.
                                                           Office of Real
Estate & Construction
July 9, 2020 Page 5
cc:       D. Scott Bennett, Esq.
FirstName LastName