CORRESP 1 filename1.htm Acceleration Request

DYNCORP INTERNATIONAL INC.

1700 Old Meadow Road

McLean, VA 22102

June 7, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jan Woo
     Gabriel Eckstein

 

  Re: DynCorp International Inc., Delta Tucker Holdings, Inc. Casals & Associates, Inc., DIV Capital Corporation, DTS Aviation Services LLC, Dyn Marine Services of Virginia LLC, Dyncorp Aerospace Operations LLC, Dyncorp International LLC, Dyncorp International Services LLC, Heliworks LLC, Phoenix Consulting Group, LLC, Services International LLC, Worldwide Management and Consulting Services LLC and Worldwide Recruiting and Staffing Services LLC

 

       Application for Qualification of Indenture on Form T-3
       Originally filed on May 2, 2016
       File No. 022-29018

Ladies and Gentlemen:

We refer to the Application for Qualification of Indenture on Form T-3 (File No. 022-29018) (as amended, the “Application”) of DynCorp International Inc., Delta Tucker Holdings, Inc., Casals & Associates, Inc., DIV Capital Corporation, DTS Aviation Services LLC, Dyn Marine Services of Virginia LLC, Dyncorp Aerospace Operations LLC, Dyncorp International LLC, Dyncorp International Services LLC, Heliworks LLC, Phoenix Consulting Group, LLC, Services International LLC, Worldwide Management and Consulting Services LLC and Worldwide Recruiting and Staffing Services LLC (collectively, the “Applicants”), relating to the qualification of the Indenture governing DynCorp International Inc.’s 11.875% Senior Secured Second Lien Notes due 2020.

In accordance with Section 307(c) of the Trust Indenture Act of 1939, as amended, and Rule 7a-9 promulgated thereunder, the Applicants hereby respectfully request the acceleration of the effectiveness of the above referenced Application so that it may become effective at 3:00 P.M., Eastern time, on Thursday, June 9, 2016, or as soon as practicable thereafter.


The Applicants hereby acknowledge that:

 

    should the Securities and Exchange Commission (the “Commission”) or 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 Applicants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and
    the Applicants may not assert staff comments and the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness of the Application by a telephone call to Rosa Testani of Akin Gump Strauss Hauer & Feld LLP at (212) 872-8115 and that written confirmation of the effectiveness of the Application also be sent to Ms. Testani.

 

cc: Rosa Testani, Esq.
     Akin Gump Strauss Hauer & Feld LLP

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Very truly yours,

DYNCORP INTERNATIONAL INC.

By:   /s/ William T. Kansky
  William T. Kansky
  Senior Vice President and Chief Financial Officer

DELTA TUCKER HOLDINGS, INC.

By:   /s/ William T. Kansky
  William T. Kansky
  Senior Vice President and Chief Financial Officer

DIV CAPITAL CORPORATION

DTS AVIATION SERVICES LLC

DYN MARINE SERVICES OF VIRGINIA LLC

DYNCORP AEROSPACE OPERATIONS LLC

DYNCORP INTERNATIONAL LLC

DYNCORP INTERNATIONAL SERVICES LLC

HELIWORKS LLC

PHOENIX CONSULTING GROUP, LLC

SERVICES INTERNATIONAL LLC

WORLDWIDE MANAGEMENT AND CONSULTING SERVICES LLC

WORLDWIDE RECRUITING AND STAFFING SERVICES LLC

By:   /s/ William T. Kansky
  William T. Kansky
  Senior Vice President and Chief Financial Officer

CASALS & ASSOCIATES, INC.

By:   /s/ William T. Kansky
  William T. Kansky
  Vice President, Chief Financial Officer and Treasurer

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