DIGITAL LANDSCAPE GROUP, INC.
660 Madison Avenue, Suite 1435
New York, NY 10065
(212) 301-2800
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
September 25, 2020
Digital Landscape Group, Inc.
Registration Statement on Form S-4
File No. 333-240173
Dear Sir or Madam:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Digital Landscape Group, Inc. (the “Company”) hereby respectfully requests that the above referenced Registration Statement on Form S-4, as amended by Amendment No. 1 (the “Registration Statement”), be declared effective at 9:00 a.m. Eastern Time on October 2, 2020, or as soon as practicable thereafter.
The Company hereby affirms that it is aware of its obligations under the Securities Act. In connection with the foregoing request, the Company further acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
* * *
It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the Company’s counsel, D. Scott Bennett at (212) 474-1132 or Claudia J. Ricciardi at (212) 474-1035, and then send written confirmation to the addressees listed on the cover of the Registration Statement.
| Sincerely, | ||
| DIGITAL LANDSCAPE GROUP, INC. | ||
| /s/ Jay L. Birnbaum | ||
| Name: | Jay L. Birnbaum | |
| Title: | Senior Vice President and General Counsel | |