June 16, 2014
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | Energy & Exploration Partners, Inc. |
| Registration Statement on FormS-1 |
| File No. 333-183808 |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Energy & Exploration Partners, Inc. (the “Company”) hereby applies to withdraw the Company’s Registration Statement on FormS-1 (FileNo. 333-183808), together with all amendments and exhibits thereto (collectively, the “Registration Statement”). The Registration Statement was originally filed with the Securities and Exchange Commission (the “Commission”) on September 10, 2012.
The Company submits this request for withdrawal as it does not intend to pursue the contemplated public offering of the securities covered by the Registration Statement at this time.
The Company confirms that the Registration Statement has not been declared effective, and no securities have been or will be issued or sold pursuant to the Registration Statement or the prospectus contained therein. The Company may undertake a subsequent private offering in reliance on Rule 155(c) under the Securities Act.
The Company further requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
P.O. Box 471428 Ft. Worth, TX 76147-1376
Phone 817.789.6712 • Fax 817.533.9840 • www.enexp.com
U.S. Securities and Exchange Commission
Division of Corporation Finance
June 16, 2014
Page 2
If you have any questions or require any further information, please contact Charles H. Still, Jr. of Bracewell & Giuliani LLP at713-221-3309.
| Sincerely, | ||
| By: | /s/ Tom D. McNutt | |
| Tom D. McNutt | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
| cc: | Charles H. Still, Jr., Bracewell & Giuliani LLP |