Morgan Stanley & Co. International plc
25 Cabot Square, Canary Wharf
London E14 4QA
United Kingdom
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, N.Y. 10010-3629
UBS Securities LLC
1285 Avenue of the Americas
New York, NY 10019
VIA EDGAR
October 17, 2017
Mr. Larry Spirgel, Assistant Director
Ms. Kathleen Krebs, Special Counsel
Mr. Courtney Lindsay, Staff Attorney
Mr. Terry French, Accountant Branch Chief,
Mr. Charles Eastman, Staff Accountant
AD Office 11 – Telecommunications
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | RISE Education Cayman Ltd |
Registration Statement on Form F-1, as amended (Registration No. 333-220587)
Registration Statement on Form 8-A (Registration No. 001-38235)
Ladies and Gentlemen:
We hereby join RISE Education Cayman Ltd (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00p.m., Eastern Time on October 19, 2017, or as soon thereafter as 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 we have effected the following distribution of the Company’s Preliminary Prospectus dated October 6, 2017, through the date hereof:
Preliminary Prospectus dated October 6, 2017:
2,842 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours,
MORGAN STANLEY & CO. INTERNATIONAL PLC
| By: |
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| /s/ Jerome Leleu | ||||
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| Name: |
Jerome Leleu | |||
| Title: |
Authorized Signatory | |||
[Signature Page to Underwriters’ Acceleration Request]
Very truly yours,
CREDIT SUISSE SECURITIES (USA) LLC
| By: | ||||
| /s/ Marc Bernstein | ||||
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| Name: | Marc Bernstein | |||
| Title: | Authorized Signatory | |||
[Signature Page to Underwriters’ Acceleration Request]
Very truly yours,
UBS SECURITIES LLC
| By: | ||||
| /s/ Sam Powers | ||||
|
| ||||
| Name: | Sam Powers | |||
| Title: | Authorized Signatory | |||
| By: | ||||
| /s/ Stephen Chang | ||||
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| ||||
| Name: | Stephen Chang | |||
| Title: | Authorized Signatory | |||
[Signature Page to Underwriters’ Acceleration Request]