REALOGY CORPORATION
One Campus Drive
Parsippany, New Jersey 07054
May 17, 2011
VIA FACSIMILE & EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-3010
Attn: Duc Dang
Re: | Realogy Corporation Registration Statement on Form S-4 (File No. 333-173254) |
Ladies and Gentlemen:
Realogy Corporation, a Delaware corporation (the “Issuer”), Domus Holdings Corp., a Delaware corporation (“Holdings”), and the subsidiaries of the Issuer listed in the Registration Statement described below (the “Subsidiary Guarantors” and, together with the Issuer and Holdings, the “Registrants”), the obligors under the Issuer’s 11.50% Senior Notes due 2017 (the “11.50% Restricted Notes”), the Issuer’s 12.00% Senior Notes due 2017 CUSIPs (the “12.00% Restricted Notes”) and the Issuer’s 13.375% Senior Subordinated Notes due 2018 (the “13.375% Restricted Notes” and, together with the 11.50% Restricted Notes and the 12.00% Restricted Notes, the “Restricted Notes”), are registering exchange offers (the “Exchange Offers”) pursuant to a Registration Statement on Form S-4 (File No. 333-173254) in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated inExxon Capital Holdings Corporation (available May 13, 1988),Morgan Stanley & Co. Incorporated (available June 5, 1991) andShearman & Sterling (available July 2, 1993). The Registrants represent as follows:
1. The Registrants have not entered into any arrangements or understandings with any person to distribute the 11.50% Senior Notes due 2017 (the “11.50% Exchange Notes”), the 12.00% Senior Notes due 2017 (the “12.00% Exchange Notes”) or the 13.375% Senior Subordinated Notes due 2018 (the “13.375% Exchange Notes” and, together with the 11.50% Exchange Notes and the 12.00% Exchange Notes, the “Exchange Notes”) to be issued in exchange for the Restricted Notes in the Exchange Offers and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offers is acquiring the applicable Exchange Notes in the ordinary course of its 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 Offers.
Duc Dang
Securities and Exchange Commission
May 17, 2011
Page 2
2. In this regard, the Registrants will make each person participating in the Exchange Offers aware (through the prospectus relating to the Exchange Offers or otherwise) that if such person is participating in the Exchange Offers for the purpose of distributing the Exchange Notes to be acquired in the Exchange Offers, such person (i) cannot rely on the position of the Staff enunciated inExxon Capital Holdings Corporation (available May 13, 1988) or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with any secondary resale transaction.
3. The Registrants acknowledge that such a secondary resale transaction by such person participating in the Exchange Offers for the purpose of distributing the applicable Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.
4. The Registrants will make each person participating in the Exchange Offers aware (through the prospectus relating to the Exchange Offers) that any broker-dealer who holds Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives applicable Exchange Notes in exchange for such Restricted Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described inShearman & Sterling (available July 2, 1993)) in connection with any resale of such Exchange Notes.
5. The Registrants will include in the prospectus relating to the Exchange Offers the following additional provisions:
(a) | If the exchange offeree is not a broker-dealer, an acknowledgment that it is not engaged in, and does not intend to engage in, a distribution of the applicable Exchange Notes. |
(b) | If the exchange offeree is a broker-dealer holding Restricted 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 Restricted Notes pursuant to the Exchange Offers; and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. |
Duc Dang
Securities and Exchange Commission
May 17, 2011
Page 3
Very truly yours,
REALOGY CORPORATION | ||||
By: | /s/ Marilyn J. Wasser | |||
Name: | Marilyn J. Wasser, Esq. | |||
Title: | Executive Vice President, General Counsel and Corporate Secretary |
cc: | Adam F. Turk, Securities and Exchange Commission |
Stacy J. Kanter, Skadden, Arps, Slate, Meagher & Flom LLP |