CORRESP 1 filename1.htm

 

October 23, 2015

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 

Re:                        Everi Payments Inc.

Everi Holdings Inc.

Registration Statement on Form S-4

Filed October 23, 2015

 

 

Ladies and Gentlemen:

 

Everi Payments Inc., a Delaware corporation (the “Issuer”), Everi Holdings Inc., a Delaware corporation (the “Parent Guarantor”), and the subsidiary guarantors listed in the Registration Statement (as defined below) (the “Subsidiary Guarantors” and, together with the Issuer and the Parent Guarantor, the “Registrants”) are registering an exchange offer (the “Exchange Offer”) of 10.00% Senior Unsecured Notes due 2022 issued on December 19, 2014 (the “Old Notes”) for 10.00% Senior Unsecured Notes due 2022 that have been registered under the Securities Act of 1933, as amended (the “Securities Act” and, such notes, the “Exchange Notes”), pursuant to a Registration Statement on Form S-4 filed as of the date hereof (the “Registration Statement”) in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) set forth in Exxon Capital Holdings Corp., SEC no-action letter (May 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993).  The Registrants represent as follows:

 

1.                                    The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer.

 

2.                                    In this regard, the Registrants 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 Exchange Notes to be acquired in the Exchange Offer, such person (i) cannot rely on the Staff’s position enunciated in Exxon Capital Holdings Corp., SEC no-action letter (May 13, 1988) or similar letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

 



 

3.                                    The Registrants acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the 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.

 

4.                                    The Registrants 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 receives Exchange 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 (as described in Shearman & Sterling, SEC no-action letter (July 2, 1993)) in connection with any resale of such Exchange Notes.

 

5.                                    The Registrants 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, an acknowledgement that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.

 

(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 Exchange 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.

 

6.                                    Neither the Registrants nor any affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer participating in the Exchange Offer to distribute the Exchange Notes.

 

If you require any additional information on these issues, or if we can provide you with any other information which will facilitate your continued review of this filing, please advise us at your earliest convenience.  You may reach me at (702) 262-5080.

 

 

Very truly yours,

 

 

 

Everi Payments Inc.

 

Everi Holdings Inc.

 

 

 

By:

/s/ Juliet A. Lim

 

 

Name:

Juliet A. Lim

 

Title:

Executive Vice President Payments, General Counsel and Secretary