May 22, 2014
VIA EDGAR AND ELECTRONIC MAIL
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Era Anagnosti
Re: | TRI Pointe Homes, Inc. | |||||
Registration Statement on Form S-4 | ||||||
Initially filed on January 9, 2014 | ||||||
File No. 333-193248 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, TRI Pointe Homes, Inc. (the “Company”) hereby respectfully requests that the effective time of the Company’s Registration Statement on Form S-4 (File No. 193248) (as amended, the “Registration Statement”) be accelerated so that the Registration Statement will be declared effective at 3:00 p.m., Washington D.C. time, on May 22, 2014, or as soon thereafter as practicable.
The Company hereby acknowledges that:
• | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
• | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
• | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
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19520 Jamboree Road, Suite 200, Irvine, CA 92612
p. 949.478.8600 f. 949.478.8601
Should you have any questions regarding this request, please contact Michael E. Flynn of Gibson, Dunn & Crutcher LLP at (949) 451-4054, or by email at mflynn@gibsondunn.com.
Sincerely, |
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TRI Pointe Homes, Inc. | ||||
By: | /s/ Douglas F. Bauer | |||
Name: | Douglas F. Bauer | |||
Title: | Chief Executive Officer |
cc: | Brad Blank, Esq. (TRI Pointe Homes, Inc.) |
Michael Flynn, Esq. (Gibson, Dunn & Crutcher LLP)
Brian J. Lane, Esq. (Gibson, Dunn & Crutcher LLP)
Keith P. Bishop, Esq. (Allen Matkins Leck Gamble Mallory & Natsis LLP)