DineEquity, Inc.
450 North Brand Boulevard,
Glendale, California 91203
(818) 240-6055
April 15, 2011
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
| Re: | DineEquity, Inc. and the Additional Registrants listed on Annex A hereto Registration Statement on Form S-4 |
Dear Sir or Madam:
DineEquity, Inc., a Delaware corporation, and each of the guarantors set forth onAnnex A hereto (collectively, the “Registrants”) are registering an exchange offer (the “Exchange Offer”) of 9.5% Senior Notes due 2018 issued on October 19, 2010 (the “Old Notes”) for 9.5% Senior Notes due 2018 that have been registered under the Securities Act of 1933, as amended (the “Securities Act” and, such notes, the “New Notes”), pursuant to a Registration Statement on Form S-4 in reliance on the staff of the Securities and Exchange Commission’s position set forth inExxon Capital Holdings Corp., SEC No-Action Letter (publicly available May 13, 1988),Morgan Stanley & Co. Inc., SEC No-Action Letter (publicly available June 5, 1991) andShearman & Sterling, SEC No-Action Letter (publicly available July 2, 1993). The Registrants represent as follows:
| 1. | The Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. |
| 2. | In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the New Notes to be acquired in the Exchange Offer, such person (i) cannot rely on the staff position |
Securities and Exchange Commission
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enunciated inExxon Capital Holdings Corp., SEC No-Action Letter (publicly available May 13, 1988) or similar letters and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. |
| 3. | The Registrants acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act. |
| 4. | The Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old 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, SEC No-Action Letter (publicly available July 2, 1993)) in connection with any resale of such New Notes. |
| 5. | The Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions: |
| (a) | If the exchange offeree is not a broker-dealer, an acknowledgement that it is not engaged in, and does not intend to engage in, a distribution of the New Notes. |
| (b) | If the exchange offeree is a broker-dealer holding Old 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 New Notes received in respect of such Old Notes pursuant to the Exchange Offer, 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. |
| 6. | None of the Registrants nor any affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer participating in the Exchange Offer to distribute the New Notes. |
[signature pages follow]
Securities and Exchange Commission
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| Very truly yours, | ||||
| DINEEQUITY, INC. | ||||
| By | /s/ John F. Tierney | |||
| Name: | John F. Tierney | |||
| Title: | Chief Financial Officer | |||
| INTERNATIONAL HOUSE OF PANCAKES, LLC | ||||
| By: DineEquity, Inc., its Sole Member | ||||
| By | /s/ John F. Tierney | |||
| Name: | John F. Tierney | |||
| Title: | Chief Financial Officer | |||
| IHOP FRANCHISE COMPANY, LLC | ||||
| By | /s/ Michael J. Mendelsohn | |||
| Name: | Michael J. Mendelsohn | |||
| Title: | Vice President, Finance | |||
| IHOP FRANCHISING, LLC | ||||
| By | /s/ Michael J. Mendelsohn | |||
| Name: | Michael J. Mendelsohn | |||
| Title: | Vice President, Finance | |||
Securities and Exchange Commission
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| IHOP HOLDINGS, LLC | ||||
By | /s/ Michael J. Mendelsohn | |||
| Name: | Michael J. Mendelsohn | |||
| Title: | Vice President, Finance | |||
| IHOP IP, LLC | ||||
By | /s/ Michael J. Mendelsohn | |||
| Name: | Michael J. Mendelsohn | |||
| Title: | Vice President, Finance | |||
| IHOP PROPERTY LEASING, LLC | ||||
By | /s/ Michael J. Mendelsohn | |||
| Name: | Michael J. Mendelsohn | |||
| Title: | Vice President, Finance | |||
| IHOP PROPERTY LEASING II, LLC | ||||
| By: | International House of Pancakes, LLC, its Sole Member | |||
By: | DineEquity, Inc., its Sole Member | |||
By | /s/ John F. Tierney | |||
| Name: | John F. Tierney | |||
| Title: | Chief Financial Officer | |||
Securities and Exchange Commission
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| IHOP PROPERTIES, LLC | ||||
By | /s/ Julia A. Stewart | |||
| Name: | Julia A. Stewart | |||
| Title: | President | |||
| IHOP REAL ESTATE, LLC | ||||
By | /s/ Michael J. Mendelsohn | |||
| Name: | Michael J. Mendelsohn | |||
| Title: | Vice President, Finance | |||
| IHOP TPGC, LLC | ||||
By | /s/ Julia A. Stewart | |||
| Name: | Julia A. Stewart | |||
| Title: | Manager | |||
| ACM CARDS, INC. | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
Securities and Exchange Commission
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| APPLEBEE’S UK LLC | ||||
By: Applebee’s International, Inc., its Sole Member | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
| APPLEBEE’S ENTERPRISES LLC | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
| APPLEBEE’S FRANCHISING LLC | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Deputy General Counsel | |||
| APPLEBEE’S HOLDINGS LLC | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
Securities and Exchange Commission
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| APPLEBEE’S HOLDINGS II CORP. | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
| APPLEBEE’S IP LLC | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
| APPLEBEE’S INTERNATIONAL, INC. | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
| APPLEBEE’S RESTAURANTS KANSAS LLC | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
Securities and Exchange Commission
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APPLEBEE’S RESTAURANTS MID-ATLANTIC LLC | ||||
| By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
| APPLEBEE’S RESTAURANTS NORTH LLC | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
| APPLEBEE’S RESTAURANTS TEXAS LLC | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
| APPLEBEE’S RESTAURANTS VERMONT, INC. | ||||
By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | President, Vice President and Treasurer | |||
Securities and Exchange Commission
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| APPLEBEE’S RESTAURANTS INC. | ||||
| By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Treasurer | |||
| APPLEBEE’S RESTAURANTS WEST LLC | ||||
| By: Applebee’s Enterprises LLC, its sole Member | ||||
| By | /s/ Rebecca R. Tilden | |||
| Name: Rebecca R. Tilden | ||||
| Title: Vice President, Secretary and Treasurer | ||||
| APPLEBEE’S SERVICES, INC. | ||||
| By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | Vice President, Secretary and Deputy General Counsel | |||
| NEIGHBORHOOD INSURANCE, INC. | ||||
| By | /s/ Rebecca R. Tilden | |||
| Name: | Rebecca R. Tilden | |||
| Title: | President | |||
| cc: | Bryan R. Adel, Esq. | |
| SVP, Legal, General Counsel and Secretary | ||
| DineEquity, Inc. | ||
| Rodrigo Guerra, Jr., Esq. | ||
| Skadden, Arps, Slate, Meagher & Flom LLP | ||
Securities and Exchange Commission
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Annex A
Additional Registrants
International House of Pancakes, LLC, a Delaware limited liability company
IHOP Franchise Company, LLC, a Delaware limited liability company
IHOP Franchising, LLC, a Delaware limited liability company
IHOP Holdings, LLC, a Delaware limited liability company
IHOP IP, LLC, a Delaware limited liability company
IHOP Property Leasing, LLC, a Delaware limited liability company
IHOP Property Leasing II, LLC, a Delaware limited liability company
IHOP Properties, LLC, a Delaware limited liability company
IHOP Real Estate, LLC, a Delaware limited liability company
IHOP TPGC, LLC, an Ohio limited liability company
ACM Cards, Inc., a Florida corporation
Applebee’s UK, LLC, a Kansas limited liability company
Applebee’s Enterprises LLC, a Delaware limited liability company
Applebee’s Franchising LLC, a Delaware limited liability company
Applebee’s Holdings II Corp. , a Delaware corporation
Applebee’s Holdings, LLC, a Delaware limited liability company
Applebee’s IP LLC, a Delaware limited liability company
Applebee’s International, Inc., a Delaware corporation
Applebee’s Restaurants Kansas LLC, a Kansas limited liability company
Applebee’s Restaurants Mid-Atlantic LLC, a Delaware limited liability company
Applebee’s Restaurants North LLC, a Delaware limited liability company
Applebee’s Restaurants Texas LLC, a Texas limited liability company
Applebee’s Restaurants Vermont, Inc., a Vermont corporation
Applebee’s Restaurants, Inc., a Kansas corporation
Applebee’s Restaurants West LLC, a Delaware limited liability company
Applebee’s Services, Inc., a Kansas corporation
Neighborhood Insurance, Inc., a Vermont corporation