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United States securities and exchange commission logo
August 21, 2020
Scott G. Bruce
President
Digital Landscape Group, Inc.
660 Madison Avenue, Suite 1435
New York, NY 10065
Re: Digital Landscape
Group, Inc.
Registration
Statement on Form S-4
Filed July 29, 2020
File No. 333-240173
Dear Mr. Bruce:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
9, 2020 letter.
Form S-4 filed July 29, 2020
Unaudited Pro Forma Condensed Combined Financial Information
Items Not Adjusted in the Unaudited Pro Forma Condensed Combined
Financial Information,
page 63
1. We note your response
to prior comment 12. We note that the compensation paid to the
Associated Partners
management team related only to Associated Group Management s
management of the
investments in the APW Group and other Associated Partners
portfolio companies. We
also note that following the APW Acquisition, the company s
business encompasses
both the investment management role formerly performed at the
Associated Group
Management level and the business operations previously conducted at
the APW Group level. As
it appears the activities formerly performed by the Associated
Scott G. Bruce
FirstName LastNameScott G. Bruce
Digital Landscape Group, Inc.
Comapany
August 21, NameDigital
2020 Landscape Group, Inc.
August
Page 2 21, 2020 Page 2
FirstName LastName
Partners management team will continue post acquisition, please
provide more details of
why you believe that such costs should not be allocated to APW Group
and reflected in its
historical consolidated statements of operations.
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Business
EBITDA and Adjusted EBITDA, page 73
2. We note your response to prior comment 4. We note that you continue to
disclose on
page 74 your estimate of the historical selling, general, and
administrative costs related to
the acquisition of revenue producing assets. As previously requested,
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 tell
us how you estimated such costs and 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 74
3. We note your response to prior comment 5. It appears that your measure
of Acquisition
Capex is designed to reflect costs incurred to acquire revenue
producing assets as assets
before they meet the criteria to be capitalized in accordance with US
GAAP. Please
explain to us how you considered the guidance in question 100.04 of
the Compliance
& Disclosure Interpretations related to Non-GAAP Financial Measures in
determining
whether the measure employs a tailored accounting principle. In your
response, please
explain to us how your measure is designed to ensure that committed
contractual
payments are not included as investments in real property interests in
the subsequent
period.
Annualized In-Place Rents, page 75
4. We note your response to prior comment 7. Given the limitation of
providing a
quantitative reconciliation of this measure, please tell us how you
considered discussing
the difference between your revenue recognition policy and your
calculation of annualized
in-place rents. Also, revise to discuss why management believes the
presentation of this
measure provides valuable additional information for users of the
financial statements in
assessing your financial performance and growth.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Scott G. Bruce
Digital Landscape Group, Inc.
August 21, 2020
Page 3
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.
Sincerely,
FirstName LastNameScott G. Bruce
Division of
Corporation Finance
Comapany NameDigital Landscape Group, Inc.
Office of Real Estate
& Construction
August 21, 2020 Page 3
cc: D. Scott Bennett, Esq.
FirstName LastName