[NSM LETTERHEAD]
March 28, 2011
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Re: |
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Nationstar Mortgage LLC and Nationstar Capital Corporation
Registration Statement on Form S-4 (File No. 333-171370), filed on
December 22, 2010 |
Ladies and Gentlemen:
On December 22, 2010, Nationstar Mortgage LLC (the Company), Nationstar Capital
Corporation (the Co-Issuer and, together with the Company, the Issuers) and the
guarantors set forth therein (the Guarantors) filed with the Securities and Exchange
Commission (the Commission) a registration statement (File No. 333-171370) (the
Registration Statement) on Form S-4 under the Securities Act of 1933, as amended (the
Securities Act). The Registration Statement registers $250,000,000 in aggregate
principal amount of the Issuers new 10.875% Senior Notes due 2015 (the Exchange Notes)
to be exchanged in an exchange offer (the Exchange Offer) for a like principal amount of
the Issuers outstanding 10.875% Senior Notes due 2015 (the Initial Notes). We are
submitting this supplemental letter in order to inform you that the Issuers are registering the
Exchange Offer in reliance on the Exxon Capital Holdings Corporation, SEC No-Action Letter
(available April 13, 1989) (the Exxon Capital Letter), Morgan Stanley & Co.
Incorporated, SEC No-Action Letter (available June 5, 1991) (the Morgan Stanley
Letter) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993). In
connection with the filing of the Registration Statement and in anticipation of the acceleration of
the effectiveness thereof, the Issuers hereby represent as follows:
The Issuers have not entered into any arrangement or understanding with any person to
distribute the Exchange Notes to be received in the Exchange Offer and to the best of the
Issuers information and belief, each person participating in the Exchange Offer is
acquiring the Exchange Notes in its ordinary course of business and has no arrangement or
understanding with any person to participate in the distribution of the Exchange Notes to be
received in the Exchange Offer. In this regard, the Issuers will make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus or
otherwise) that if the Exchange Offer is being registered for the purpose of secondary
resales, any securityholder using the Exchange Offer to participate in a distribution of the
Exchange Notes to be acquired in the registered Exchange Offer (1) cannot rely on the
staffs position in the Exxon Capital Letter, the Morgan Stanley Letter
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or similar letters and (2) must comply with registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale transaction. The
Issuers acknowledge that such a secondary resale transaction should be covered by an
effective registration statement containing the selling securityholder information required
by Item 507 of Regulation S-K under the Securities Act.
With respect to any broker-dealer participating in the Exchange Offer with respect to
Initial Notes acquired for its own account as a result of market-making activities or other
trading activities, each such broker-dealer must confirm that it has not entered into any
arrangement or understanding with the Issuers or any affiliate of the Issuers to distribute
the Exchange Notes. In addition, the Issuers (i) will make each person participating in the
Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any
broker-dealer who holds Initial Notes acquired for its own account as a result of
market-making activities or other trading activities, and who receives Exchange Notes in
exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must
deliver a prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes and (ii) will include in the letter of transmittal to be
executed by an exchange offeree in order to participate in the Exchange Offer the additional
requirement that if the exchange offeree is a broker-dealer holding Initial Notes acquired
for its own account as a result of market-making activities or other trading activities, an
acknowledgment that it will deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of Exchange Notes received in respect of such Initial
Notes pursuant to the Exchange Offer. The letter of transmittal will also include a
statement to the effect that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an underwriter within the meaning of
the Securities Act.
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