November 23, 2016
VIA COURIER AND EDGAR
Re: Hilton Grand Vacations Inc.
Registration Statement on Form 10
File No. 001-37794
Sandra B. Hunter, Esq.
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Dear Ms. Hunter:
On behalf of Hilton Grand Vacations Inc., we hereby transmit via EDGAR for filing with the Securities and Exchange CommissionPre-Effective Amendment No. 6 (“Amendment No. 6”) to the above-referenced Registration Statement, marked to show changes from the Registration Statement as filed on November 10, 2016. Among other changes, Amendment No. 6 has been revised on page 165 to clarify the board designation rights of Blackstone and HNA following the consummation of the Sale. Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to such terms in Amendment No. 6.
SECURITIESAND EXCHANGE COMMISSION | 2 | November 23, 2016 |
* * * * *
Please do not hesitate to call Joshua Ford Bonnie at212-455-3986 or Edgar J. Lewandowski at212-455-7614 with any questions or further comments you may have regarding this filing or if you wish to discuss the above response.
Very truly yours, |
/s/ Simpson Thacher & Bartlett LLP |
Simpson Thacher & Bartlett LLP |
cc: | Securities and Exchange Commission |
Jennifer Gowetski, Esq.
Jennifer Monick
Jeffrey Lewis
Hilton Worldwide Holdings Inc.
Kristin A. Campbell, Esq.
Charles R. Corbin, Jr., Esq.
Hilton Grand Vacations Inc.
Mark D. Wang