INTERVAL ACQUISITION CORP.
INTERVAL LEISURE GROUP, INC.
6262 Sunset Drive
Miami, Florida 33143
December 29, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
VIA EDGAR
Re: |
| Registration Statement on Form S-4 |
|
| Relating to $300,000,000 Aggregate Principal Amount of |
|
| 9.5% Senior Notes due 2016 filed by Interval Acquisition Corp., Interval Leisure Group, Inc. and the Subsidiary Guarantors listed on Schedule A hereto |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Interval Acquisition Corp., together with Interval Leisure Group, Inc., its parent (“ILG”), and the Subsidiary Guarantors listed on Schedule A hereto (collectively, the “Company”), hereby requests that the effectiveness of the Registration Statement, as amended, be accelerated to 10:00 a.m. on December 30, 2008, or as soon thereafter as practical.
The disclosure in the filing is the responsibility of the Company. The Company represents to the Commission that:
(a) should the Commission or 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;
(b) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the filing; and
(c) the Company will 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.
Please contact the undersigned at (305) 666-1861 or Janet A. Spreen of Baker & Hostetler LLP at (216) 861-7564 with any questions regarding the foregoing.
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| Very truly yours, | |
|
| |
| IIC Holdings, Incorporated | |
| Interval Acquisition Corp. | |
| Interval European Holdings Limited | |
| Interval Holdings, Inc. | |
| Interval International Holdings, Inc. | |
| Interval International Overseas Holdings, Inc. | |
| Interval Vacation Exchange, Inc. | |
| Meridian Financial Services, Inc. | |
| Vacation Holdings Hawaii, Inc. | |
| Worldex Corporation | |
| XYZII, Inc. | |
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| |
| By: | /s/ Jeanette E. Marbert |
| Name: Jeanette E. Marbert | |
| Title: Executive Vice President | |
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| |
| Interval International, Inc. | |
| Interval Resort & Financial, Services, Inc. | |
| Interval Software Services, LLC | |
| Worldwide Vacation & Travel, Inc. | |
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| |
| By: | /s/ Jeanette E. Marbert |
| Name: Jeanette E. Marbert | |
| Title: Chief Operating Officer | |
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| |
| Meragon Financial Services, Inc. | |
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| |
| By: | /s/ Gregory B. Sheperd |
| Name: Gregory B. Sheperd | |
| Title: President | |
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| |
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| |
| REP Holdings, LTD. | |
|
| |
| By: | /s/ Victoria J. Kincke |
| Name: Victoria J. Kincke | |
| Title: Secretary | |
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| RQI Holdings, LLC | |
| ResortQuest Hawaii, LLC | |
| ResortQuest Real Estate of Hawaii, LLC | |
|
| |
| By: | /s/ Victoria J. Kincke |
| Name: Victoria J. Kincke | |
| Title: Manager | |
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Schedule A
IIC Holdings, Incorporated
Interval European Holdings Limited
Interval Holdings, Inc.
Interval International Holdings, Inc.
Interval International, Inc.
Interval International Overseas Holdings, Inc.
Interval Leisure Group, Inc.
Interval Resort & Financial Services, Inc.
Interval Software Services, LLC
Interval Vacation Exchange, Inc.
Meragon Financial Services, Inc.
Meridian Financial Services, Inc.
REP Holdings, Ltd.
ResortQuest Hawaii, LLC
ResortQuest Real Estate of Hawaii, LLC
RQI Holdings, LLC
Vacation Holdings Hawaii, Inc.
Worldex Corporation
Worldwide Vacation & Travel, Inc.
XYZII, Inc.
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