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July 11, 2025 |
Mayer Brown LLP 1221 Avenue of the Americas
T: +1 212 506 2500 F: +1 212 262 1910
mayerbrown.com
John P. Berkery Partner T: +1 212 506 2552 F: +1 212 849 5552 JBerkery@mayerbrown.com |
| Via EDGAR |
Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street NE Washington, DC 20549 Attention: Eric Envall and James Lopez |
| Re: | Onity
Group Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed June 2, 2025 File No. 333-287172 |
Dear Mr. Envall and Mr. Lopez:
On behalf of our client, Onity Group Inc (the “Company”), we set forth below the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”), dated June 6, 2025, regarding its Amendment No. 1 to the Registration Statement on Form S-3 filed on June 2, 2025 by the Company (as amended, the “Registration Statement”). For ease of reference, the Staff’s comments have been repeated below in bold type, followed by the Company’s responses.
Amendment No. 1 to Registration Statement on Form S-3/A
Correspondence dated June 2, 2025
General
| 1. | We note your response and revised cover page disclosure. The revised disclosure regarding “fixed or negotiated prices” or quoted prices if/when listed does not constitute a method or formula for a sales price. Please revise to provide a price or method or formula. Alternatively, you may consider Rule 430B. |
The Company respectfully acknowledges the Staff’s comment. The Company has revised the cover page, as well as sections “About This Prospectus” on page 2 and “Plan of Distribution” on pages 22 and 23, to add disclosure which explains that the Selling Stockholders will use a prospectus supplement which will set forth the terms of the offer and sale of Shares in instances where the Selling Stockholder are selling the Shares pursuant to the Registration Statement prior to the time the Series B Preferred Stock is listed on a securities exchange or in connection with an underwritten offering of the Shares whether or not the Series B Preferred Stock is listed on a securities exchange. The added disclosure also explains that if any of the Selling Stockholders offers and sells its Shares at any time after the Series B Preferred Stock is listed on a securities exchange, the Selling Shareholders expect that the offer and sale prices for such Shares will be based upon prevailing market prices for the Shares and, in such instances other than in connection with an underwritten offering, a supplement to the prospectus may not be used in connection with such offers and sales unless required by law.
Mayer Brown is a global services provider comprising
an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown Hong Kong LLP (a Hong Kong limited liability
partnership) and Tauil & Chequer Advogados (a Brazilian law partnership).
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Mayer Brown LLP
Securities and Exchange Commission
July 11, 2025
Page 2
If you have any questions regarding the foregoing, please do not hesitate to contact the undersigned, John P. Berkery, at (212) 506-2552.
Sincerely,
/s/ John P. Berkery |
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| John
P. Berkery Partner |
| cc: | Glen Messina, President and Chief Executive Officer |
| Leah E. Hutton, Senior Vice President and Deputy General Counsel |
