0001193125-17-273541.txt : 20171025 0001193125-17-273541.hdr.sgml : 20171025 20170830215534 ACCESSION NUMBER: 0001193125-17-273541 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APX Group Holdings, Inc. CENTRAL INDEX KEY: 0001584423 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 461304852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AP AL LLC CENTRAL INDEX KEY: 0001584449 IRS NUMBER: 263670401 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Farmington IP LLC CENTRAL INDEX KEY: 0001628070 IRS NUMBER: 383926661 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Space Monkey, LLC CENTRAL INDEX KEY: 0001628052 IRS NUMBER: 383937398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FORMER COMPANY: FORMER CONFORMED NAME: Vivint Data Management, LLC DATE OF NAME CHANGE: 20141215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IPR LLC CENTRAL INDEX KEY: 0001628051 IRS NUMBER: 383944718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Smartrove Inc. CENTRAL INDEX KEY: 0001628210 IRS NUMBER: 460581286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vivint FireWild, LLC CENTRAL INDEX KEY: 0001628053 IRS NUMBER: 464644442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vivint Group, Inc. CENTRAL INDEX KEY: 0001628054 IRS NUMBER: 611750524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vivint Wireless, Inc. CENTRAL INDEX KEY: 0001584452 IRS NUMBER: 800917588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APX Group, Inc. CENTRAL INDEX KEY: 0001537491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 204658652 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vivint Louisiana LLC CENTRAL INDEX KEY: 0001628055 IRS NUMBER: 371719559 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vivint, Inc. CENTRAL INDEX KEY: 0001584450 IRS NUMBER: 203754038 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Smart Home Pros, Inc. CENTRAL INDEX KEY: 0001584448 IRS NUMBER: 262819709 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FORMER COMPANY: FORMER CONFORMED NAME: ARM Security, Inc. DATE OF NAME CHANGE: 20130814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vivint Purchasing, LLC CENTRAL INDEX KEY: 0001584451 IRS NUMBER: 452644263 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 313 Aviation, LLC CENTRAL INDEX KEY: 0001584443 IRS NUMBER: 800872606 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: (801) 377-9111 MAIL ADDRESS: STREET 1: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 CORRESP 1 filename1.htm Representation Letter

APX Group, Inc.

4931 North 300 West

Provo, Utah 84604

VIA EDGAR                                                                                                                                        August 30, 2017

 

  Re: APX Group, Inc.
       APX Group Holdings, Inc. and other Guarantors
       Registration Statement on Form S-4

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

Reference is made to the registration statement on Form S-4 (the “Registration Statement”) of APX Group, Inc., a Delaware corporation (the “Issuer”), APX Group Holdings, Inc., a Delaware corporation (the “Parent Guarantor”), and certain subsidiaries of the Issuer listed in the Registration Statement (together with the Parent Guarantor, the “Guarantors” and together with the Issuer, the “Registrants”), registering the Issuer’s offer to exchange an aggregate principal amount of up to $400,000,000 of the Issuer’s 7.625% Senior Notes due 2023, guaranteed by the Guarantors, that have been registered under the Securities Act (the “Exchange Notes”) for an equal aggregate principal amount of the Issuer’s 7.625% Senior Notes due 2023, guaranteed by the Guarantors, that were originally offered and sold in August 2017 in reliance upon Rule 144A and Regulation S under the Securities Act (the “Outstanding Notes”).

The Registrants are registering the Exchange Notes on the Registration Statement in reliance on the position of the Securities and Exchange Commission (the “Commission”) enunciated in Exxon Capital Holdings Corporation, available May 13, 1988

 

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(“Exxon Capital”), Morgan Stanley & Co., Incorporated, available June 5, 1991 (regarding resales) and Shearman & Sterling, available July 2, 1993 (with respect to the participation of broker-dealers). The Registrants hereby make the following representations to the Staff of the Commission:

1. The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of each of the Registrants’ information and belief without independent investigation, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes. In this regard, the Registrants will disclose to each person participating in the exchange offer that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes, such person (i) could not rely on the Staff position enunciated in Exxon Capital or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each Registrant acknowledges 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 securityholder information required by Item 507 of Regulation S-K.

2. No broker-dealer has entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes. The Registrants will disclose to each person participating in the exchange offer (through the exchange offer prospectus) that any broker-dealer who receives the Exchange Notes for its own account pursuant to the exchange offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. The Registrants will also include in the letter of transmittal to be executed by each holder participating in the exchange offer that each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If you have any questions on the above-referenced Registration Statement, please contact Igor Fert (212-455-2255), Arjun Koshal (212-455-3379) or William Golden (202-636-5526) of Simpson Thacher & Bartlett LLP, counsel to the Registrants.

 

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Very truly yours,
By:    /s/ Shawn J. Lindquist
 

Name: Shawn J. Lindquist

Title:   Chief Legal Officer