Simpson Thacher & Bartlett LLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954
TELEPHONE: +1-212-455-2000
FACSIMILE: +1-212-455-2502
VIA EDGAR | March 27, 2017 |
Re: | APX Group, Inc. |
APX Group Holdings, Inc. and other Guarantors |
Registration Statement on Form S-4 |
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of APX Group, Inc., a Delaware corporation (the Issuer), APX Group Holdings, Inc., a Delaware corporation (the Parent Guarantor) and certain subsidiaries of the Issuer (together with the Parent Guarantor, the Guarantors and together with the Issuer, the Registrants), we hereby submit for filing by direct electronic transmission under the Securities Act of 1933, as amended (the Securities Act), a registration statement on Form S-4 (the S-4 Registration Statement), together with certain exhibits thereto, relating to the Issuers offer to exchange an aggregate principal amount of up to $300,000,000 of the Issuers 7.875% Senior Secured Notes due 2022, guaranteed by the Guarantors, that have been registered under the Securities Act (the Exchange Notes) for an equal aggregate principal amount of the Issuers 7.875% Senior Secured Notes due 2022, guaranteed by the Guarantors, that were originally offered and sold in February 2017 in reliance upon Rule 144A and Regulation S under the Securities Act (the Outstanding Notes). The S-4 Registration Statement is substantially identical to the registration
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Simpson Thacher & Bartlett LLP
statement on Form S-4 (File No. 333-213674) declared effective by the Securities and Exchange Commission on September 23, 2016, except for updates to financial and other information consistent with Parent Guarantors Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 3, 2017.
The filing fee for the S-4 Registration Statement in the aggregate amount of $34,770.00 has previously been deposited by wire transfer of same day funds to the Commissions account at U.S. Bank.
If you have any questions on the above-referenced S-4 Registration Statement, please contact Igor Fert at (212) 455-2255 or William Golden at (202) 636-5526.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT LLP
SIMPSON THACHER & BARTLETT LLP
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APX Group, Inc.
4931 North 300 West
Provo, Utah 84604
VIA EDGAR | March 27, 2017 |
Re: | APX Group, Inc. |
APX Group Holdings, Inc. and other Guarantors |
Registration Statement on Form S-4 |
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-4 (the Registration Statement) of APX Group, Inc., a Delaware corporation (the Issuer), APX Group Holdings, Inc., a Delaware corporation (the Parent Guarantor), and certain subsidiaries of the Issuer listed in the Registration Statement (together with the Parent Guarantor, the Guarantors and together with the Issuer, the Registrants), registering the Issuers offer to exchange an aggregate principal amount of up to $300,000,000 of the Issuers 7.875% Senior Secured Notes due 2022, guaranteed by the Guarantors, that have been registered under the Securities Act (the Exchange Notes) for an equal aggregate principal amount of the Issuers 7.875% Senior Secured Notes due 2022, guaranteed by the Guarantors, that were originally offered and sold in February 2017 in reliance upon Rule 144A and Regulation S under the Securities Act (the Outstanding Notes).
The Registrants are registering the Exchange Notes on the Registration Statement in reliance on the position of the Securities and Exchange Commission (the Commission) enunciated in Exxon Capital Holdings Corporation, available May 13, 1988 (Exxon Capital), Morgan Stanley & Co., Incorporated, available June 5, 1991 (regarding resales) and Shearman & Sterling, available July 2, 1993 (with respect to the participation of broker-dealers). The Registrants hereby make the following representations to the Staff of the Commission:
1. The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of each of the Registrants information and belief without independent investigation, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes. In this regard, the Registrants will disclose to each person participating in the exchange offer that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes, such person (i) could not rely on the Staff position enunciated in Exxon Capital or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each Registrant acknowledges that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.
2. No broker-dealer has entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes. The Registrants will disclose to each person participating in the exchange offer (through the exchange offer prospectus) that any broker-dealer who receives the Exchange Notes for its own account 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 those Exchange Notes. The Registrants will also include in the letter of transmittal to be executed by each holder participating in the exchange offer that each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.
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If you have any questions on the above-referenced Registration Statement, please contact Igor Fert (212-455-2255) or William Golden (202-636-5526) of Simpson Thacher & Bartlett LLP, counsel to the Registrants.
Very truly yours, | ||
By: | /s/ Shawn J. Lindquist | |
Name: Shawn J. Lindquist | ||
Title: Chief Legal Officer |
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