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SEC Correspondence

DineEquity, Inc.

450 North Brand Boulevard,

Glendale, California 91203

(818) 240-6055

April 15, 2011

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

 

Re:    

DineEquity, Inc.

and the Additional Registrants listed on Annex A hereto

Registration Statement on Form S-4

Dear Sir or Madam:

DineEquity, Inc., a Delaware corporation, and each of the guarantors set forth on Annex A hereto (collectively, the “Registrants”) are registering an exchange offer (the “Exchange Offer”) of 9.5% Senior Notes due 2018 issued on October 19, 2010 (the “Old Notes”) for 9.5% Senior Notes due 2018 that have been registered under the Securities Act of 1933, as amended (the “Securities Act” and, such notes, the “New Notes”), pursuant to a Registration Statement on Form S-4 in reliance on the staff of the Securities and Exchange Commission’s position set forth in Exxon Capital Holdings Corp., SEC No-Action Letter (publicly available May 13, 1988), Morgan Stanley & Co. Inc., SEC No-Action Letter (publicly available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (publicly available 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 New 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 New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New 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 New Notes to be acquired in the Exchange Offer, such person (i) cannot rely on the staff position

Securities and Exchange Commission

Page 2

 

 

enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (publicly available May 13, 1988) or similar letters and (ii) must comply with 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 New Notes should be covered by an effective registration statement containing the selling securityholder 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 New 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 (publicly available July 2, 1993)) in connection with any resale of such New 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 New 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 New 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. None of 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 New Notes.

[signature pages follow]

Securities and Exchange Commission

Page 3

 

 

Very truly yours,
DINEEQUITY, INC.
By  

/s/ John F. Tierney

  Name:   John F. Tierney
  Title:   Chief Financial Officer
INTERNATIONAL HOUSE OF PANCAKES, LLC
By: DineEquity, Inc., its Sole Member
By  

/s/ John F. Tierney

  Name:   John F. Tierney
  Title:   Chief Financial Officer
IHOP FRANCHISE COMPANY, LLC
By  

/s/ Michael J. Mendelsohn

  Name:   Michael J. Mendelsohn
  Title:   Vice President, Finance
IHOP FRANCHISING, LLC
By  

/s/ Michael J. Mendelsohn

  Name:   Michael J. Mendelsohn
  Title:   Vice President, Finance

Securities and Exchange Commission

Page 4

 

IHOP HOLDINGS, LLC

By

  

/s/ Michael J. Mendelsohn

  Name:   Michael J. Mendelsohn
  Title:   Vice President, Finance
IHOP IP, LLC

By

  

/s/ Michael J. Mendelsohn

  Name:   Michael J. Mendelsohn
  Title:   Vice President, Finance
IHOP PROPERTY LEASING, LLC

By

  

/s/ Michael J. Mendelsohn

  Name:   Michael J. Mendelsohn
  Title:   Vice President, Finance
IHOP PROPERTY LEASING II, LLC
By:  

International House of Pancakes, LLC, its Sole Member

By:

  

DineEquity, Inc., its Sole Member

By

  

/s/ John F. Tierney

  Name:   John F. Tierney
  Title:   Chief Financial Officer

Securities and Exchange Commission

Page 5

 

IHOP PROPERTIES, LLC

By

  

/s/ Julia A. Stewart

  Name:   Julia A. Stewart
  Title:   President
IHOP REAL ESTATE, LLC

By

  

/s/ Michael J. Mendelsohn

  Name:   Michael J. Mendelsohn
  Title:   Vice President, Finance
IHOP TPGC, LLC

By

  

/s/ Julia A. Stewart

  Name:   Julia A. Stewart
  Title:   Manager
ACM CARDS, INC.

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer

Securities and Exchange Commission

Page 6

 

APPLEBEE’S UK LLC

By: Applebee’s International, Inc., its Sole Member

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer
APPLEBEE’S ENTERPRISES LLC

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer
APPLEBEE’S FRANCHISING LLC

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Deputy General Counsel
APPLEBEE’S HOLDINGS LLC

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer

Securities and Exchange Commission

Page 7

 

APPLEBEE’S HOLDINGS II CORP.

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer
APPLEBEE’S IP LLC

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer
APPLEBEE’S INTERNATIONAL, INC.

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer
APPLEBEE’S RESTAURANTS KANSAS LLC

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer

Securities and Exchange Commission

Page 8

 

APPLEBEE’S RESTAURANTS

MID-ATLANTIC LLC

By  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer
APPLEBEE’S RESTAURANTS NORTH LLC

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer
APPLEBEE’S RESTAURANTS TEXAS LLC

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer
APPLEBEE’S RESTAURANTS VERMONT, INC.

By

  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   President, Vice President and Treasurer

Securities and Exchange Commission

Page 9

 

APPLEBEE’S RESTAURANTS INC.
By  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Treasurer
APPLEBEE’S RESTAURANTS WEST LLC
By: Applebee’s Enterprises LLC, its sole Member
By  

/s/ Rebecca R. Tilden

Name: Rebecca R. Tilden
Title:   Vice President, Secretary and Treasurer
APPLEBEE’S SERVICES, INC.
By  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   Vice President, Secretary and Deputy General Counsel
NEIGHBORHOOD INSURANCE, INC.
By  

/s/ Rebecca R. Tilden

  Name:   Rebecca R. Tilden
  Title:   President

 

cc:    Bryan R. Adel, Esq.
       SVP, Legal, General Counsel and Secretary
       DineEquity, Inc.
   Rodrigo Guerra, Jr., Esq.
       Skadden, Arps, Slate, Meagher & Flom LLP

Securities and Exchange Commission

Page 10

 

Annex A

Additional Registrants

International House of Pancakes, LLC, a Delaware limited liability company

IHOP Franchise Company, LLC, a Delaware limited liability company

IHOP Franchising, LLC, a Delaware limited liability company

IHOP Holdings, LLC, a Delaware limited liability company

IHOP IP, LLC, a Delaware limited liability company

IHOP Property Leasing, LLC, a Delaware limited liability company

IHOP Property Leasing II, LLC, a Delaware limited liability company

IHOP Properties, LLC, a Delaware limited liability company

IHOP Real Estate, LLC, a Delaware limited liability company

IHOP TPGC, LLC, an Ohio limited liability company

ACM Cards, Inc., a Florida corporation

Applebee’s UK, LLC, a Kansas limited liability company

Applebee’s Enterprises LLC, a Delaware limited liability company

Applebee’s Franchising LLC, a Delaware limited liability company

Applebee’s Holdings II Corp. , a Delaware corporation

Applebee’s Holdings, LLC, a Delaware limited liability company

Applebee’s IP LLC, a Delaware limited liability company

Applebee’s International, Inc., a Delaware corporation

Applebee’s Restaurants Kansas LLC, a Kansas limited liability company

Applebee’s Restaurants Mid-Atlantic LLC, a Delaware limited liability company

Applebee’s Restaurants North LLC, a Delaware limited liability company

Applebee’s Restaurants Texas LLC, a Texas limited liability company

Applebee’s Restaurants Vermont, Inc., a Vermont corporation

Applebee’s Restaurants, Inc., a Kansas corporation

Applebee’s Restaurants West LLC, a Delaware limited liability company

Applebee’s Services, Inc., a Kansas corporation

Neighborhood Insurance, Inc., a Vermont corporation