April 10, 2013
VIA EDGAR
Perry Hindin, Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3628
Re: FirstCity Financial Corporation
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed on March 25, 2013
File No. 033-19694
Amendment No. 1 to Schedule 13E-3
Filed on March 25, 2013
File No. 005-40461
Dear Mr. Hindin:
Reference is made to the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated April 3, 2013 (the “Comment Letter”), relating to the Amendment No. 1 to Preliminary Proxy Statement, filed by FirstCity Financial Corporation (the “Company”) with the Commission on March 25, 2013 (File No. 033-19694) (the “Proxy Statement”) and the Amendment No. 1 to Schedule 13E-3, filed by the Company, Hotspurs Holdings LLC, Hotspurs Acquisition Corporation, The Värde Fund X (Master), L.P., The Värde Fund X (GP), L.P., The Värde Fund X GP, LLC, The Värde Fund VI-A, L.P., Värde Investment Partners, L.P., Värde Investment Partners (Offshore) Master, L.P., Värde Investment Partners G.P., LLC, Värde Partners, L.P., Värde Partners, Inc., George G. Hicks, Marcia L. Page and Gregory S. McMillan (together with the Company, the “Filing Persons”) with the Commission on March 25, 2013 (File No. 005-40461) (the “Schedule 13E-3”).
Per your request, each of the Filing Persons acknowledges in connection with the Proxy Statement and Schedule 13E-3 that:
· the Filing Person is responsible for the adequacy and accuracy of the disclosure in the filings;
· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and
· the Filing Person may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. Hindin
April 10, 2013
FIRSTCITY FINANCIAL CORPORATION | ||
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By: | /s/ James T. Sartain |
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Name: | James T. Sartain |
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Title: | Chief Executive Officer |
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HOTSPURS HOLDINGS LLC | ||
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By: | /s/ David A. Marple |
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Name: | David A. Marple |
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Title: | Assistant Secretary |
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HOTSPURS ACQUISITION CORPORATION | ||
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By: | /s/ David A. Marple |
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Name: | David A. Marple |
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Title: | Assistant Secretary |
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THE VÄRDE FUND X (MASTER), L.P. | ||
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By: | The Värde Fund X (GP), L.P., Its General Partner | |
By: | The Värde Fund X GP, LLC, Its General Partner | |
By: | Värde Partners, L.P., Its Managing Member | |
By: | Värde Partners, Inc., Its General Partner | |
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By: | /s/ David A. Marple |
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Name: | David A. Marple |
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Title: | General Counsel |
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THE VÄRDE FUND X (GP), L.P. | ||
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By: | The Värde Fund X GP, LLC, Its General Partner | |
By: | Värde Partners, L.P., Its Managing Member | |
By: | Värde Partners, Inc., Its General Partner | |
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By: | /s/ David A. Marple |
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Name: | David A. Marple |
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Title: | General Counsel |
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Mr. Hindin
April 10, 2013
THE VÄRDE FUND X GP, LLC | ||
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By: | Värde Partners, L.P., Its Managing Member | |
By: | Värde Partners, Inc., Its General Partner | |
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By: | /s/ David A. Marple |
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Name: | David A. Marple |
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Title: | General Counsel |
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THE VÄRDE FUND VI-A, L.P. | ||
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By: | Värde Investment Partners G.P., LLC, Its General Partner | |
By: | Värde Partners, L.P., Its Managing Member | |
By: | Värde Partners, Inc., Its General Partner | |
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By: | /s/ David A. Marple |
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Name: | David A. Marple |
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Title: | General Counsel |
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VÄRDE INVESTMENT PARTNERS, L.P. | ||
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By: | Värde Investment Partners G.P., LLC, Its General Partner | |
By: | Värde Partners, L.P., Its Managing Member | |
By: | Värde Partners, Inc., Its General Partner | |
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By: | /s/ David A. Marple |
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Name: | David A. Marple |
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Title: | General Counsel |
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VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P. | ||
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By: | Värde Investment Partners G.P., LLC, Its General Partner | |
By: | Värde Partners, L.P., Its Managing Member | |
By: | Värde Partners, Inc., Its General Partner | |
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By: | /s/ David A. Marple |
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Name: | David A. Marple |
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Title: | General Counsel |
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Mr. Hindin
April 10, 2013
VÄRDE INVESTMENT PARTNERS G.P., LLC | ||
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By: | Värde Partners, L.P., Its Managing Member | |
By: | Värde Partners, Inc., Its General Partner | |
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By: | /s/ David A. Marple |
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Name: | David A. Marple |
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Title: | General Counsel |
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VÄRDE PARTNERS, L.P. | ||
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By: | Värde Partners, Inc., Its General Partner | |
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By: | /s/ David A. Marple |
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Name: | David A. Marple |
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Title: | General Counsel |
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VÄRDE PARTNERS, INC. | ||
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By: | /s/ David A. Marple |
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Name: | David A. Marple |
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Title: | General Counsel |
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GEORGE G. HICKS |
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/s/ George G. Hicks |
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MARCIA L. PAGE |
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/s/ Marcia L. Page |
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GREGORY S. MCMILLAN |
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/s/ Gregory S. McMillan |
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