SEC Division of Corporation Finance no-action letter: Coral Beach & Tennis Club

Securities Act of 1933 §2(a)(1) IIGreenbergTraurig Glenn A. Gerena

Tel : (561 ) 955-7617

Fax: (561 ) 338-7099

Email: gerenag@gtlaw.com

VIA EMAIL
Office of Chief Counsel
Division of Corporate Finance
100 F Street, N.W.
Washington, D.C. 20549
Re: Coral Beach & Tennis Club
Dear Sir or Madam:
The Division of Corporate Finance issued a letter, dated November 17, 2011, with respect to the Coral Beach & Tennis Club, in response to my letter, dated November 2, 2011 ("Original No Action Request"), in which the Division of Corporate Finance indicated that it would not recommend enforcement action to the Securities and Exchange Commission (the "Commission") if the Memberships described in the Original No Action Request are offered and sold without registration under the Securities Act of 1933. The facts regarding the proposed Membership offering have changed from that set forth in the Original No Action Request. The changed facts are set forth below, and we request that the Division confirm that it will recommend no enforcement action to the Commission if the Equity Club (as hereinafter defined) offers and sells Memberships (as hereinafter defined) in the manner and under the circumstances described below without registration of the Memberships under the Act. The Brickman Properties 3, Ltd., a Bermuda local limited company ("BP3") is the current lessee under a 200 year lease expiring the end of 2207 ("Lease") and operator of the property of the existing, non-equity Coral Beach & Tennis Club (the "Club"), a beach and tennis recreational club located in Bermuda. BP3 is contemplating an equity conversion of the Club. Under the equity conversion, BP3's interest in the Club recreational facilities and personal property located in such facilities (collectively, the "Club Facilities") would be sold pursuant to a purchase and sale agreement to a new corporation with capital shares organized under the laws of Bermuda (the "Equity Club"), which will be owned by the holders of memberships in the Equity Club, formed for the sole purpose of acquiring, owning and operating the Club Facilities as a recreational club for the use and benefit of its members and their guests. It is anticipated that the Equity Club will engage an affiliate of BP3 to manage the day-to-day operation of the Equity Club and Club Facilities on its behalf (the "Managing Agent"). The Equity Club proposes to offer Memberships (as hereinafter defined) for sale to existing non-equity Club members and new prospective members, including United States residents, without registration under the Securities Act of 1933, as amended (the "Act"). On behalf of the Equity Club, and pursuant to Release No. 33-5127 (January 25, 1971), as supplemented by Release No. 33-6269 (December 5, 1980), we hereby request your written GREENBERG TRAURIG, PA • ATTORNEYS AT LAW. WWW.GTLAW.COM