MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor,
New York, New York 10020
Scotia Capital (USA) Inc.
250 Vesey Street
New York, New York 10281
U.S. Bancorp Investments, Inc.
214 N. Tryon Street, 26th Floor
Charlotte, North Carolina 28202
November 26, 2018
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Consumer Products
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Katherine Bagley
| Re: | Tucson Electric Power Company |
Registration Statement on FormS-1 |
FileNo. 333-227356 |
Dear Ms. Bagley:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several Underwriters, hereby join in the request of Tucson Electric Power Company (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 1:00 p.m., Eastern time, on November 26, 2018, or as soon as practicable thereafter, or at such other time as the Company or its outside counsel, Morgan, Lewis & Bockius LLP, request by telephone that such Registration Statement be declared effective.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
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| Very truly yours, | ||
MUFG Securities Americas Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. | ||
| Acting severally on behalf of themselves and the several Underwriters | ||
| By: MUFG SECURITIES AMERICAS INC. | ||
| By: | /s/ Brian Cogliandro | |
| Name: | Brian Cogliandro | |
| Title: | Managing Director | |
| By: SCOTIA CAPITAL (USA) INC. | ||
| By: | /s/ Michael Ravanesi | |
| Name: | Michael Ravanesi | |
| Title: | Managing Director | |
| By: U.S. BANCORP INVESTMENTS, INC. | ||
| By: | /s/ Craig Anderson | |
| Name: | Craig Anderson | |
| Title: | Managing Director | |
| CC: | M. Pritz, Tucson Electric Power Company |
John T. Hood, Esq., Morgan, Lewis & Bockius LLP |
Sean M. Donahue, Esq., Morgan, Lewis & Bockius LLP |
J. Anthony Terrell, Pillsbury Winthrop Shaw Pittman LLP |
[Signature Page to Underwriters’ Acceleration Request]
