November 8, 2011
Via EDGAR and Facsimile (202) 772-9220
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 7010
Washington, D.C. 20549-7010
Attention: Sirimal R. Mukerjee
Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (Registration No. 333-174017) of LRR Energy, L.P., a Delaware limited partnership
Ladies and Gentlemen:
As representatives of the several underwriters of LRR Energy, L.P.’s proposed initial public offering of up to 10,819,200 common units representing limited partner interests, we hereby join LRR Energy, L.P.’s request for acceleration of effectiveness of the above-referenced registration statement to 3:00 p.m. (Washington, D.C. time) on November 10, 2011, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the preliminary prospectus relating to the initial public offering of LRR Energy, L.P., dated October 28, 2011, through the date hereof:
Preliminary Prospectus dated October 28, 2011
11,975 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advises that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
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| Very truly yours, | |
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| WELLS FARGO SECURITIES, LLC | |
| RAYMOND JAMES & ASSOCIATES, INC. | |
| CITIGROUP GLOBAL MARKETS INC. | |
| RBC CAPITAL MARKETS, LLC | |
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| By: WELLS FARGO SECURITIES, LLC | |
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| By: | /s/ David Herman |
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| Name: David Herman |
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| Title: Director |
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| By: RAYMOND JAMES & ASSOCIATES, INC. | |
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| By: | /s/ Mike Ames |
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| Name: Mike Ames |
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| Title: Managing Director |
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| By: CITIGROUP GLOBAL MARKETS INC. | |
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| By: | /s/ Alan Boswell |
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| Name: Alan Boswell |
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| Title: Vice President |
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| By: RBC CAPITAL MARKETS, LLC | |
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| By: | /s/ Jennifer Caruso |
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| Name: Jennifer Caruso |
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| Title: Vice President |
SIGNATURE PAGE
ACCELERATION REQUEST LETTER
