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April 16, 2012
Via EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Gabriel Eckstein, Staff Attorney
Ladies and Gentlemen:
In registering the 7.25% Senior Notes due 2021 (the “New Notes”) to be received in exchange for the privately placed 7.25% Senior Notes due 2021 (the “Old Notes”) pursuant to the exchange offer of the New Notes for the Old Notes (the “Exchange Offer”), CoreLogic, Inc. (the “Issuer”) and the guarantors who guarantee the Old Notes and the New Notes (the “Guarantors”) are relying on the positions enunciated by the staff of the Securities and Exchange Commission inExxon Capital Holdings Corporation (avail. May 13, 1988) (“Exxon”) andMorgan Stanley & Co. Incorporated (avail. June 5, 1991), as interpreted in the Securities and Exchange Commission’s letter toShearman & Sterling (avail. July 2, 1993). None of the Issuer, the Guarantors or any of their affiliates has 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 Issuer’s and the Guarantors’ 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. In this regard, the Issuer and the Guarantors 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 (1) could not rely on the staff position enunciated in Exxon or interpretive letters of similar effect and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Issuer and the Guarantors acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K, if the resales are of New Notes obtained by such holder in exchange for Old Notes acquired by such holder directly from the Issuer.
None of the Issuer, the Guarantors or any of their affiliates has entered into any arrangement or understanding with 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 will receive New Notes in exchange for such Old Notes pursuant to the Exchange Offer, to distribute the New Notes to be received in the Exchange Offer. The Issuer and the Guarantors 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 will receive 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 in connection with any resale of such New Notes.
The Issuer and the Guarantors 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, a representation that it is not engaged in, and does not intend to engage in, a distribution of the New Notes; and |
| (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. |
Finally, the Issuer and the Guarantors will require that, with respect to any broker-dealer that participates in the Exchange Offer with respect to Old Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer confirm that it has not entered into any arrangement or understanding with the Issuer or any of its affiliates to distribute the New Notes.
Very truly yours,
CoreLogic, Inc.
| By: | /s/ Stergios Theologides | |
| Name: | Stergios Theologides | |
| Title: | Senior Vice President, General Counsel and Secretary |
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