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CORRESP Filing
Expedia (EXPE) CORRESPCorrespondence with SEC
Filed: 31 Oct 11, 12:00am
Expedia, Inc.
333 108th Avenue N.E.
Bellevue, WA 98004
TripAdvisor, Inc.
141 Needham Street
Newton, MA 02464
October 31, 2011
Via EDGAR
Maryse Mills-Apenteng, Special Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Expedia, Inc. |
TripAdvisor, Inc.
Registration Statement on Form S-4
File No. 333-175828
File No. 333-175828-01
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Expedia, Inc. (“Expedia”) and TripAdvisor, Inc. (“TripAdvisor,” and with Expedia, the “Registrants”) hereby request acceleration of effectiveness of the Registration Statement on Form S-4, as amended (Files No. 333-175828 and 333-175828-01) so that it will be declared effective at 12:00 p.m., Washington, D.C. time on Tuesday, November 1, 2011, or as soon thereafter as practicable.
In connection with the foregoing request for acceleration of effectiveness, the Registrants hereby acknowledge the following:
• | Should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | The Registrants may not assert the 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. |
Please contact Andy J. Nussbaum at (212) 403-1269, Nancy B. Greenbaum at (212) 403-1339 or Sabastian V. Niles at (212) 403-1366 with any questions you may have concerning this request. In addition, please contact any of the foregoing when this request for acceleration has been granted.
[Signature Pages Follow]
Very truly yours,
Expedia, Inc.
| ||||
By: | /s/ Mark D. Okerstrom | |||
Name: | Mark D. Okerstrom | |||
Title: | Executive Vice President, Chief Financial Officer and Secretary |
TripAdvisor, Inc. | ||||
By: | /s/ Mark D. Okerstrom | |||
Name: | Mark D. Okerstrom | |||
Title: | Vice President, Chief Financial Officer, Treasurer and Secretary |
cc: | Wachtell, Lipton, Rosen & Katz |
Andy J. Nussbaum
Nancy B. Greenbaum
Sabastian V. Niles