CAESARS GROWTH PROPERTIES HOLDINGS, LLC
One Caesars Palace Drive
Las Vegas, NV 89109
June 24, 2015
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Mr. Tom Kluck |
Legal Branch Chief
| Re: | Caesars Growth Properties Holdings, LLC |
Caesars Growth Properties Finance, Inc.
PHWLV, LLC
TSP Owner LLC
Caesars Growth Cromwell, LLC
Caesars Growth Quad, LLC
3535 LV NewCo, LLC
Caesars Growth Bally’s LV, LLC
FHR NewCo, LLC
LVH NewCo, LLC
Flamingo-Laughlin NewCo, LLC
Parball NewCo, LLC
Caesars Growth Harrah’s New Orleans, LLC
Caesars Growth PH Fee, LLC
Caesars Growth PH, LLC
Jazz Casino Company, L.L.C.
JCC Holding Company II LLC
JCC Fulton Development, L.L.C.
Caesars Growth Laundry, LLC
Laundry Newco, LLC
Registration Statement on Form S-4 (File No. 333-203106)
Dear Mr. Tom Kluck:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Caesars Growth Properties Holdings, LLC, a Delaware limited liability company (the “Company”), and certain of the Company’s subsidiaries (together with the Company, the “Registrants”) hereby request that the effective date of the above-captioned Registration Statement on Form S-4 (the “Registration Statement”) be accelerated to June 26, 2015 at 4:30 p.m. Eastern time or as soon thereafter as may be practicable.
| Securities and Exchange Commission | 2 |
We understand that the staff of the Securities and Exchange Commission (the “Commission”) will consider this request as confirmation by each of the Registrants of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. In connection with the foregoing, each of the Registrants represents and acknowledges that:
| • | 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 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. |
If you have any questions regarding the foregoing, please contact Monica K. Thurmond of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212-373-3055).
Sincerely,
Caesars Growth Properties Holdings, LLC Caesars Growth Properties Finance, Inc. PHWLV, LLC TSP Owner LLC Caesars Growth Cromwell, LLC Caesars Growth Quad, LLC 3535 LV NewCo, LLC Caesars Growth Bally’s LV, LLC FHR NewCo, LLC LVH NewCo, LLC Flamingo-Laughlin NewCo, LLC Parball NewCo, LLC Caesars Growth Harrah’s New Orleans, LLC Caesars Growth PH Fee, LLC Caesars Growth PH, LLC Jazz Casino Company, L.L.C. JCC Holding Company II LLC JCC Fulton Development, L.L.C. Caesars Growth Laundry, LLC Laundry Newco, LLC | ||
| By: | /s/ Craig Abrahams | |
| Name: | Craig Abrahams | |
| Title: | Attorney-in-fact | |
| cc: | Monica K. Thurmond, Esq. |
Paul, Weiss, Rifkind, Wharton & Garrison LLP
