CONFIDENTIAL
FOR COMMISSION USE ONLY
MARRIOTT OWNERSHIP RESORTS, INC.
ILG, LLC
6649 Westwood Blvd.
Orlando, Florida 32821
May 23, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Marriott Ownership Resorts, Inc. and ILG, LLC Registration Statement on Form S-4 |
(SEC File No. 333-231300) Originally Filed on May 8, 2019
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4 (File No. 333-231300) (the “Registration Statement”) of Marriott Ownership Resorts, Inc., a Delaware corporation, ILG, LLC, a Delaware limited liability company, and each of the guarantor entities listed onSchedule A hereto (collectively, the “Registrants”), registering the offers to exchange up to $88,165,000 aggregate principal amount of 5.625% Senior Notes due 2023 and $750,000,000 aggregate principal amount of 6.500% Senior Notes due 2026 (collectively with the respective guarantees thereof, the “Exchange Notes”) for like aggregate principal amounts of 5.625% Senior Notes due 2023 and 6.500% Senior Notes due 2026 (collectively with the respective guarantees thereof, the “Outstanding Notes”), respectively.
Please be advised that the Registrants are registering the exchange offers in reliance on the position of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) enunciated in: Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988); Morgan Stanley & Co. Inc., SEC No-Action Letter (available June 5, 1991); and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993). In addition, the Registrants hereby represent that they have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offers and, to the best of the Registrants’ information and belief, each person participating in the exchange offers will be acquiring the Exchange Notes in its ordinary course of business and will not have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the exchange offers. In this regard, the Registrants will make each person participating in any of the exchange offers aware, by means of the prospectus relating to the exchange offers (the “Exchange Offer Prospectus”) and the related letter of instruction, that if such person is participating in an exchange offer for the purpose of distributing the applicable series of Exchange Notes to be acquired in an exchange offer, such person (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction by such person participating in an exchange offer for the purpose of distributing the applicable series of Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.
The Registrants represent that with respect to any broker-dealer that participates in the exchange offers with respect to Outstanding Notes acquired for its own account as a result of market-making activities or trading activities each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes. In addition, the Registrants will include in the letter of instruction to be executed by an exchange offeree in order to participate in the applicable exchange offer the following additional provisions, in substantially the form set forth below:
| • | The exchange offeree does not intend to engage in a distribution of the Exchange Notes. |
| • | If the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result |
of market-making activities or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the exchange offer. |
If you have any questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Richard B. Aftanas of Kirkland & Ellis LLP, counsel to the Registrants, at (212) 446-4722.
| Very truly yours, | ||
| MARRIOTT OWNERSHIP RESORTS, INC. | ||
| By: | /s/ John E. Geller, Jr. | |
| John E. Geller, Jr. | ||
| Vice President | ||
| ILG, LLC | ||
| By: | /s/ John E. Geller, Jr. | |
| John E. Geller, Jr. | ||
| Executive Vice President and Chief Financial Officer | ||
| MARRIOTT VACATIONS WORLDWIDE CORPORATION | ||
| By: | /s/ John E. Geller, Jr. | |
| John E. Geller, Jr. | ||
| Executive Vice President and Chief Financial and Administrative Officer | ||
AQUA HOSPITALITY LLC ASTON HOTELS & RESORTS FLORIDA, LLC MAUI CONDO AND HOME, LLC RQI HOLDINGS, LLC | ||
| By: | /s/ John E. Geller, Jr. | |
| John E. Geller, Jr. | ||
| Manager | ||
AQUA HOTELS & RESORTS, LLC DIAMOND HEAD MANAGEMENT LLC HOTEL MANAGEMENT SERVICES LLC KAI MANAGEMENT SERVICES LLC | ||
| By: | Aqua Hospitality LLC | |
| Its: | Manager | |
| By: | /s/ John E. Geller, Jr. | |
| John E. Geller, Jr. | ||
| Manager | ||
| AQUA HOTELS AND RESORTS OPERATOR LLC | ||
| By: | Aqua Hospitality LLC | |
| Its: | Managing Member | |
| By: | /s/ John E. Geller, Jr. | |
| John E. Geller, Jr. | ||
| Manager | ||
AQUA HOTELS AND RESORTS, INC. AQUA-ASTON HOLDINGS, INC. AQUA-ASTON HOSPITALITY, LLC CDP GP, INC. CERROMAR DEVELOPMENT PARTNERS GP, INC. COCONUT PLANTATION PARTNER, INC. | ||
DATA MARKETING ASSOCIATES EAST, INC. FLEX COLLECTION, LLC FOH HOSPITALITY, LLC GRAND ASPEN HOLDINGS, LLC GRAND ASPEN LODGING, LLC HAWAII VACATION TITLE SERVICES, INC. HPC DEVELOPER, LLC HT-HIGHLANDS, INC. HTS-BC, L.L.C. HTS-BEACH HOUSE PARTNER, L.L.C. HTS-BEACH HOUSE, INC. HTS-COCONUT POINT, INC. HTS-GROUND LAKE TAHOE, INC. HTS-KEY WEST, INC. HTS-KW, INC. HTS-LAKE TAHOE, INC. HTS-LOAN SERVICING, INC. HTS-MAIN STREET STATION, INC. HTS-MAUI, L.L.C. HTS-SAN ANTONIO, INC. HTS-SAN ANTONIO, L.L.C. HTS-SEDONA, INC. HTS-SUNSET HARBOR PARTNER, L.L.C. HTS-WINDWARD POINTE PARTNER, L.L.C. HV GLOBAL GROUP, INC. HV GLOBAL MANAGEMENT CORPORATION HV GLOBAL MARKETING CORPORATION HVO KEY WEST HOLDINGS, LLC IIC HOLDINGS, INCORPORATED ILG SHARED OWNERSHIP, INC. INTERVAL HOLDINGS, INC. INTERVAL INTERNATIONAL, INC. INTERVAL RESORT & FINANCIAL SERVICES, INC. INTERVAL SOFTWARE SERVICES, LLC KAUAI BLUE, INC. KAUAI LAGOONS HOLDINGS LLC LAGUNAMAR CANCUN MEXICO, INC. MANAGEMENT ACQUISITION HOLDINGS, LLC MARRIOTT KAUAI OWNERSHIP RESORTS, INC. MARRIOTT OWNERSHIP RESORTS PROCUREMENT, LLC MARRIOTT RESORTS HOSPITALITY CORPORATION MARRIOTT RESORTS SALES COMPANY, INC. MH KAPALUA VENTURE, LLC MORI GOLF (KAUAI), LLC MORI MEMBER (KAUAI), LLC MORI RESIDENCES, INC. MTSC, INC. MVW SSC, INC. MVW US HOLDINGS, INC. RBF, LLC RCC (GP) HOLDINGS LLC RCDC 942, L.L.C. RCDC CHRONICLE LLC RESORT SALES SERVICES, INC. SCOTTSDALE RESIDENCE CLUB, INC. SHERATON FLEX VACATIONS, LLC ST. REGIS NEW YORK MANAGEMENT, INC. ST. REGIS RESIDENCE CLUB, NEW YORK INC. THE LION & CROWN TRAVEL CO., LLC | ||
THE RITZ-CARLTON DEVELOPMENT COMPANY, INC. THE RITZ-CARLTON SALES COMPANY, INC. THE RITZ-CARLTON TITLE COMPANY, INC. VACATION OWNERSHIP LENDING GP, INC. VACATION TITLE SERVICES, INC. VCH COMMUNICATIONS, INC. VCH CONSULTING, INC. VCH SYSTEMS, INC. VISTANA ACCEPTANCE CORP. VISTANA AVENTURAS, INC. VISTANA DEVELOPMENT, INC. VISTANA HAWAII MANAGEMENT, INC. VISTANA MANAGEMENT, INC. VISTANA MB MANAGEMENT, INC. VISTANA PORTFOLIO SERVICES, INC. VISTANA PSL, INC. VISTANA RESIDENTIAL MANAGEMENT, INC. VISTANA SIGNATURE EXPERIENCES, INC. VISTANA SIGNATURE NETWORK, INC. VISTANA VACATION OWNERSHIP, INC. VISTANA VACATION REALTY, INC. VISTANA VACATION SERVICES HAWAII, INC. VOL GP, INC. VOLT MERGER SUB, LLC VSE DEVELOPMENT, INC. VSE EAST, INC. VSE MEXICO PORTFOLIO SERVICES, INC. VSE MYRTLE BEACH, LLC VSE PACIFIC, INC. VSE TRADEMARK, INC. VSE VISTANA VILLAGES, INC. VSE WEST, INC. WESTIN SHERATON VACATION SERVICES, INC. WINDWARD POINTE II, L.L.C. WORLDWIDE VACATION & TRAVEL, INC. WVC RANCHO MIRAGE, INC. | ||
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| AQUA LUANA OPERATOR LLC | ||
| By: | Aqua Hospitality LLC | |
| Its: | Sole Member | |
| By: | /s/ John E. Geller, Jr. | |
| John E. Geller, Jr. | ||
| Manager | ||
| BEACH HOUSE DEVELOPMENT PARTNERSHIP | ||
| By: | HTS-Beach House, Inc. | |
| Its: | Partner | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| By: | HTS-Beach House Partner, L.L.C. | |
| Its: | Partner | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| CDP INVESTORS, L.P. | ||
| By: | CDP GP, Inc. | |
| Its: | General Partner | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| CERROMAR DEVELOPMENT PARTNERS, L.P., S.E. | ||
| By: | Cerromar Development Partners GP, Inc. | |
| Its: | General Partner | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| FOH HOLDINGS, LLC | ||
| By: | /s/ Angela K. Halladay | |
| Angela K. Halladay | ||
| Manager | ||
| HTS-SAN ANTONIO, L.P. | ||
| By: | HTS-San Antonio, Inc. | |
| Its: | General Partner | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| ILG MANAGEMENT, LLC | ||
| By: | /s/ John E. Geller, Jr. | |
| John E. Geller, Jr. | ||
| Manager | ||
INTERVAL ACQUISITION CORP. REP HOLDINGS, LTD. S.O.I. ACQUISITION CORP. | ||
| By: | /s/ John E. Geller, Jr. | |
| John E. Geller, Jr | ||
| Executive Vice President and Chief Financial Officer | ||
| KEY WESTER LIMITED | ||
| By: | HTS-KW, Inc. | |
| Its: | General Partner | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| MORI WAIKOLOA HOLDING COMPANY, LLC | ||
| By: | Marriott Ownership Resorts, Inc. | |
| Its: | Sole Member | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| MVW OF HAWAII, INC. | ||
| By: | /s/ Marcus O’Leary | |
| Marcus O’Leary | ||
| Treasurer | ||
| MVW US SERVICES, LLC | ||
| By: | MVW SSC, Inc. | |
| Its: | Sole Member | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
PELICAN LANDING TIMESHARE VENTURES LIMITED PARTNERSHIP | ||
| By: | HTS-Coconut Point, Inc. | |
| Its: | General Partner | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| R.C. CHRONICLE BUILDING, L.P. | ||
| By: | RCC (GP) Holdings LLC | |
| Its: | General Partner | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| RCC (LP) HOLDINGS L.P. | ||
| By: | RCDC Chronicle LLC | |
| Its: | General Partner | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| RESORT MANAGEMENT FINANCE SERVICES, INC. | ||
| By: | /s/ Jill Tilton Silverman | |
| Jill Tilton Silverman | ||
| Treasurer | ||
THE COBALT TRAVEL COMPANY, LLC THE RITZ-CARLTON MANAGEMENT COMPANY, L.L.C. | ||
| By: | The Ritz-Carlton Development Company | |
| Its: | Sole Member | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| VACATION OWNERSHIP LENDING, L.P. | ||
| By: | Vacation Ownership Lending GP, Inc. | |
| Its: | General Partner | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| VOL INVESTORS, L.P. | ||
| By: | VOL GP, Inc. | |
| Its: | General Partner | |
| By: | /s/ Joseph J. Bramuchi | |
| Joseph J. Bramuchi | ||
| Treasurer and Vice President | ||
| cc: | Richard B. Aftanas, P.C. |
Kirkland & Ellis LLP
Schedule A
Aqua Hospitality LLC
Aqua Hotels & Resorts, LLC
Aqua Hotels and Resorts Operator LLC
Aqua Hotels and Resorts, Inc.
Aqua Luana Operator LLC
Aqua-Aston Holdings, Inc.
Aqua-Aston Hospitality, LLC
Aston Hotels & Resorts Florida, LLC
Beach House Development Partnership
CDP GP, Inc.
CDP Investors, L.P.
Cerromar Development Partners GP, Inc.
Cerromar Development Partners, L.P., S.E.
Coconut Plantation Partner, Inc.
Data Marketing Associates East, Inc.
Diamond Head Management LLC
Flex Collection, LLC
FOH Holdings, LLC
FOH Hospitality, LLC
Grand Aspen Holdings, LLC
Grand Aspen Lodging, LLC
Hawaii Vacation Title Services, Inc.
Hotel Management Services LLC
HPC Developer, LLC
HT-Highlands, Inc.
HTS-BC, L.L.C.
HTS-Beach House Partner, L.L.C.
HTS-Beach House, Inc.
HTS-Coconut Point, Inc.
HTS-Ground Lake Tahoe, Inc.
HTS-Key West, Inc.
HTS-KW, Inc.
HTS-Lake Tahoe, Inc.
HTS-Loan Servicing, Inc.
HTS-Main Street Station, Inc.
HTS-Maui, L.L.C.
HTS-San Antonio, Inc.
HTS-San Antonio, L.L.C.
HTS-San Antonio, L.P.
HTS-Sedona, Inc.
HTS-Sunset Harbor Partner, L.L.C.
HTS-Windward Pointe Partner, L.L.C.
HV Global Group, Inc.
HV Global Management Corporation
HV Global Marketing Corporation
HVO Key West Holdings, LLC
IIC Holdings, Incorporated
ILG Management, LLC
ILG Shared Ownership, Inc.
Interval Acquisition Corp.
Interval Holdings, Inc.
Interval International, Inc.
Interval Resort & Financial Services, Inc.
Interval Software Services, LLC
Kai Management Services LLC
Kauai Blue, Inc.
Kauai Lagoons Holdings LLC
Key Wester Limited
Lagunamar Cancun Mexico, Inc.
Management Acquisition Holdings, LLC
Marriott Kauai Ownership Resorts, Inc.
Marriott Ownership Resorts Procurement, LLC
Marriott Resorts Hospitality Corporation
Marriott Resorts Sales Company, Inc.
Marriott Vacations Worldwide Corporation
Maui Condo and Home, LLC
MH Kapalua Venture, LLC
MORI Golf (Kauai), LLC
MORI Member (Kauai), LLC
MORI Residences, Inc.
MORI Waikoloa Holding Company, LLC
MTSC, Inc.
MVW of Hawaii, Inc.
MVW SSC, Inc.
MVW US Holdings, Inc.
MVW US Services, LLC
Pelican Landing Timeshare Ventures Limited Partnership
R.C. Chronicle Building, L.P.
RBF, LLC
RCC (GP) Holdings LLC
RCC (LP) Holdings L.P.
RCDC 942, L.L.C.
RCDC Chronicle LLC
REP Holdings, Ltd.
Resort Management Finance Services, Inc.
Resort Sales Services, Inc.
RQI Holdings, LLC
S.O.I. Acquisition Corp.
Scottsdale Residence Club, Inc.
Sheraton Flex Vacations, LLC
St. Regis New York Management, Inc.
St. Regis Residence Club, New York Inc.
The Cobalt Travel Company, LLC
The Lion & Crown Travel Co., LLC
The Ritz-Carlton Development Company, Inc.
The Ritz-Carlton Management Company, L.L.C.
The Ritz-Carlton Sales Company, Inc.
The Ritz-Carlton Title Company, Inc.
Vacation Ownership Lending GP, Inc.
Vacation Ownership Lending, L.P.
Vacation Title Services, Inc.
VCH Communications, Inc.
VCH Consulting, Inc.
VCH Systems, Inc.
Vistana Acceptance Corp.
Vistana Aventuras, Inc.
Vistana Development, Inc.
Vistana Hawaii Management, Inc.
Vistana Management, Inc.
Vistana MB Management, Inc.
Vistana Portfolio Services, Inc.
Vistana PSL, Inc.
Vistana Residential Management, Inc.
Vistana Signature Experiences, Inc.
Vistana Signature Network, Inc.
Vistana Vacation Ownership, Inc.
Vistana Vacation Realty, Inc.
Vistana Vacation Services Hawaii, Inc.
VOL GP, Inc.
VOL Investors, L.P.
Volt Merger Sub, LLC
VSE Development, Inc.
VSE East, Inc.
VSE Mexico Portfolio Services, Inc.
VSE Myrtle Beach, LLC
VSE Pacific, Inc.
VSE Trademark, Inc.
VSE Vistana Villages, Inc.
VSE West, Inc.
Westin Sheraton Vacation Services, Inc.
Windward Pointe II, L.L.C.
Worldwide Vacation & Travel, Inc.
WVC Rancho Mirage, Inc.