SEC – ‘UPLOAD’ from 7/10/20 re: 58.com Inc. – ‘TEXT-EXTRACT’

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF    174K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         5±    17K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

                                     UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C. 20549

DIVISION OF                                                               
CORPORATION FINANCE                                                             

                                                         July 10, 2020

Jinbo Yao                                                                   
Chairman of the Board                                                       
58.com Inc.                                                                 
Building 105, 10 Jiuxianqiao North Road Jia                                 
Chaoyang District, Beijing 100015                                           
People   s Republic of China                                                

Re:     58.com Inc.                                         
Schedule 13E-3                              
Filed on July 6, 2020 by 58.com Inc.        
File No. 005-87683                          

Dear Mr. Yao,                                                               

       We have reviewed the above-captioned filing, and have the following
comments. Some                                                                  
of our comments may ask for additional information so we may better         
understand the disclosure.                                                      

Please respond to this letter by amending the filing and/or by
providing the requested                                                         
information. After reviewing any amendment to the filing and any information
provided in                                                                     
response to these comments, we may have additional comments.                

If you do not believe our comments apply to your facts and    
circumstances, and/or do not                                                    
believe an amendment is appropriate, please tell us why in a written        
response.                                                                       

Schedule 13E-3                                                              

General                                                                     

1. The legend required by Rule 13e-3(e)(1)(iii) must appear on the outside  
front cover page of                                                             
   the disclosure document that must be distributed to unaffiliated security
holders. Unless the                                                             
Schedule 13E-3 will be distributed in addition to the proxy statement 
filed as Exhibit (a-(1),                                                        
please revise or otherwise confirm the legend will be appearing on the
outside front cover                                                             
page of a disclosure document actually distributed to unaffiliated    
security holders. At                                                            
present, the required legend also appears on page vii of the proxy    
statement.                                                                      

2. Please advise us how the disclosure required by paragraph (e) of Rule    
13e-3 will be                                                                   
distributed to unaffiliated security holders. See Rule 13e-3(f)(1)(i).
Jinbo Yao                                                                     
c/o 58.com Inc.                                                                 
July 10, 2020                                                                   
Page 2                                                                          

Item 13. Financial Statements, page 13                                          

3. Given that financial statements have been incorporated by reference (and not 
reprinted) in                                                                   
order to fulfill 58.com   s disclosure obligations, a summary of the      
financial information                                                           
required by Item 1010(a) must be included pursuant to Instruction 1.      
Accordingly, the                                                                
summarized financial information on page 120 should have been prepared in 
accordance with                                                                 
Item 1010(c) of Regulation M-A. Please revise to disclose all of the      
information required by                                                         
Item 1010(c)(1) for all relevant periods specified in Item 1010(a) of     
Regulation M-A, or                                                              
advise. For guidance relating to the application of a nearly identical    
instruction in the context                                                      
of a tender offer, refer interpretation I.H.7 in our July 2001 Interim    
Supplement to the                                                               
Manual of Publicly Available Telephone Interpretations accessible at:     
https://www.sec.gov/interps/telephone/phonesupplement3.htm                

4. Financial information has been incorporated by reference from the Form 20-F. 
Under                                                                           
General Instruction F of Schedule 13E-3, an express reference must be made
to a document                                                                   
  that explicitly contains the required information. Under Item 16 of Schedule
13E-3 and                                                                       
  corresponding Item 1016(a)(5) of Regulation M-A, the document from which the
information                                                                     
 has been so incorporated also must be filed as an exhibit. The reference to
a copy    in                                                                
General Instruction F is only intended to mean the substantive content of 
information so                                                                  
incorporated as distinguished from the controlling requirement to identify
the information so                                                              
  incorporated as an entry on the exhibit list. Accordingly, please revise the
exhibit list.                                                                   

Exhibit (a)-(1) | Preliminary Proxy Statement                                   

Reasons for the Merger and Recommendation of the Special Committee and the      
Board, page 36                                                                  

5. We noticed the disclosure on page 41 that indicated the    Special Committee 
was empowered                                                                   
  to exercise the full power and authority of the Board in connection with the
Transactions and                                                                
 related process.    Please revise page 44 to state, if true, that the Board
and/or Special                                                                  
Committee produced the fairness determination on behalf of 58.com Inc..   
Regardless of any                                                               
delegation of authority to the Special Committee, Item 8 of Schedule 13E-3
and                                                                             
 corresponding Item 1014(a) of Regulation M-A, by their terms, apply only to
the subject                                                                     
company of the Rule 13e-3 transaction (and any affiliates engaged) as     
distinguished from the                                                          
Board. The term    subject company    is defined in Item 1000(f) of       
Regulation M-A.                                                                 

6. The discussion of the factors considered in support of the fairness          
determination allude to a                                                       
 going concern value, but does not appear to quantify an exact value. Please
revise to                                                                       
  indicate, if true, that a specific going concern value was not calculated or
considered by the                                                               
 Board and/or Special Committee on behalf of 58.com Inc, when the issuer   s
required fairness                                                               
determination was made. Refer to Instruction 2(iv) of Item 1014 of        
Regulation M-A and                                                              
 Questions and Answers 20-21 in Exchange Act Release 17719 (April 13, 1981).
Jinbo Yao                                                                     
c/o 58.com Inc.                                                                 
July 10, 2020                                                                   
Page 3                                                                          

7. Please advise us, with a view toward revised disclosure, how 58.com complied 
with Item                                                                       
1014(c)-(e) of Regulation M-A. Note that under General Instruction E to   
Schedule 13E-3,                                                                 
 negative responses to any disclosure requirements imposed under Item 7 must
be disclosed.                                                                   

Primary Benefits and Detriments of the Merger, page 65                          

8. Please identify the constituency or constituencies expected to benefit from  
the anticipated                                                                 
  annual savings in regulatory compliance-related costs. Quantify that benefit
to the extent                                                                   
  practicable, and indicate the savings will be achieved on a recurring basis.
Refer to Item 7 of                                                              
 Schedule 13E-3, Item 1013 of Regulation M-A and corresponding Instruction 2
to Item 1013.                                                                   

Fees and Expenses, page 79                                                      

9. At present, the fee table provided aggregate    accounting, filing fees,     
printer, proxy                                                                  
  solicitation and mailing costs    while also giving no express indication of
what constitutes a                                                              
Miscellaneous    expense. Please revise to disaggregate the expenses
listed and only then                                                            
 provide a description of the types of expenses considered    Miscellaneous,
or advise. Refer                                                            
to Item 7 of Schedule 13E-3 and corresponding Item 1007(c) of Regulation  
M-A, which                                                                      
provisions require disclosure of a    reasonably itemized statement of all
expenses incurred                                                               
and then separately and explicitly sets forth a list of expense types.    

Exhibit (c)-(2) and (c)-(3) | Disclaimers by Houlihan Lokey                     

10. The fact Houlihan Lokey represented on page 58 of the proxy statement that  
it had consented                                                                
 to the inclusion of its opinion is not relevant to determining whether an
improper exhibit has                                                            
  been included within the above-captioned exhibits. The introductory legend
in both exhibits                                                                
  explains that written consent is needed as a prerequisite to the inclusion
of any Houlihan                                                                 
 Lokey materials, and states the materials were otherwise prepared for the
exclusive use of the                                                            
Special Committee. Please include disclosure in the associated proxy    
statement and/or these                                                          
   exhibits to remove the implication that security holders are precluded from
being eligible to                                                               
rely upon these disclosures by affirmatively stating, if true, that     
Houlihan Lokey consents to                                                      
the inclusion of such materials in this filing and unaffiliated security
holders may rely upon                                                           
   such information without limitation. Alternatively, provide the disclosures
recommended by                                                                  
the Division of Corporation Finance accessible via the following link as
being necessary to                                                              
clarify security holders    right to rely on such materials.            
http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm     

We remind you that 58.com Inc. is responsible for the accuracy and
adequacy of its                                                                 
disclosures, notwithstanding any review, comments, action or absence of action  
by the staff.                                                                   

You may contact me at (202) 551-3266 with any questions.        
Jinbo Yao                                                                     
c/o 58.com Inc.                                                                 
July 10, 2020                                                                   
Page 4                                                                          

Sincerely,                    

/s/ Nicholas P. Panos         

Nicholas P. Panos             
Senior Special Counsel        
  Office of Mergers & Acquisitions

cc: Z. Julie Gao, Esq.                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		7/10/20		UPLOAD
		7/6/20		SC 13E3,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/06/20  58.com Inc.                       SC 13E3                8:40M  58.com Inc.                       Toppan Merrill/FA