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| ROSA A. TESTANI |
| 212.872.8115/fax: 212.872.1002 |
| rtestani@akingump.com |
December 30, 2013
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Division of Corporation Finance
Attention: Karina Dorin
Re: Supplemental Letter
EP Energy Corporation
Amendment No. 3 to Registration Statement on Form S-1
Submitted November 22, 2013
File No. 333-190979
Dear Ms. Dorin:
Pursuant to the oral comment received on December 27, 2013 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, on behalf of EP Energy Corporation (the “Company”) we are hereby transmitting as correspondence via EDGAR the attached Annex, which consists of the proposed changed pages to the registration statement referenced above (the “Registration Statement”) and accompanying cover letter that had been originally confidentially submitted via fax on behalf of the Company to the Staff on December 23, 2013.
Please do not hesitate to contact the undersigned at (212) 872-8115 or John Goodgame at (713) 220-8144, with any questions or comments regarding any of the foregoing or if we can provide any further information or assistance to facilitate your review of the Registration Statement.
| Sincerely, |
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| /s/ Rosa A. Testani |
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| Rosa A. Testani |
Enclosure
cc: Securities and Exchange Commission
H. Roger Schwall
Laura Nicholson
Joseph Klinko
Karl Hiller
Ronald Winfrey
EP Energy Corporation
Marguerite Woung-Chapman
Akin Gump Strauss Hauer & Feld LLP
John Goodgame
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Gregory A. Ezring
Latham & Watkins LLP
Sean T. Wheeler
Annex
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| ROSA A. TESTANI |
| 212.872.8115/fax: 212.872.1002 |
| rtestani@akingump.com |
December 23, 2013
CONFIDENTIAL
VIA FACSIMILE
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Division of Corporation Finance
Attention: Karina Dorin
Re: Supplemental Letter
EP Energy Corporation
Amendment No. 3 to Registration Statement on Form S-1
Submitted November 22, 2013
File No. 333-190979
Dear Ms. Dorin:
On behalf of EP Energy Corporation (the “Company”) and pursuant to verbal discussions with the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), we respectfully submit to the Staff on a supplemental basis the attached proposed changed pages to the registration statement referenced above (the “Registration Statement”). The purpose of this letter is to provide certain information that the Staff requested in comments 16, 17, 34 and 43 of its letter dated October 2, 2013 as early as possible in order to facilitate the Staff’s review of the Registration Statement. Based in part on input received by the Company from the underwriters, these changed pages reflect information regarding the number of shares proposed to be sold in the offering, the preliminary proposed pricing, the anticipated 62.553:1 stock split, and the proposed use of proceeds from the offering. The Company advises the Staff that any necessary revisions in response to the Staff’s comments 16, 17, 34 and 43 of its letter dated October 2, 2013 will be reflected in the next amendment to the Registration Statement.
Per our discussion, attached as Exhibit A hereto please find copies of those sections of the Registration Statement that will be most significantly impacted by the inclusion of the above-referenced information, with the marked changes reflecting proposed revisions to Amendment No. 3 to the Registration Statement filed with the Commission on November 22, 2013. The Company respectfully requests that the Staff consider the information in the attached Exhibit A as part of its review of the Registration Statement. The Company would greatly appreciate being
Confidential Treatment Requested Pursuant to Rule 83 by EP Energy Corporation (333-190979)
in a position to print preliminary prospectuses and launch its roadshow immediately after filing its next amendment to the Registration Statement.
Please do not hesitate to contact the undersigned at (212) 872-8115 or John Goodgame at (713) 220-8144, with any questions or comments regarding any of the foregoing or if we can provide any further information or assistance to facilitate your review.
| Sincerely, |
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| /s/ Rosa A. Testani |
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| Rosa A. Testani |
Enclosure
cc: | EP Energy Corporation |
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| Marguerite Woung-Chapman |
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| Akin Gump Strauss Hauer & Feld LLP |
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| John Goodgame |
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Confidential Treatment Requested Pursuant to Rule 83 by EP Energy Corporation (333-190979)
Exhibit A
Changed Pages to the Registration Statement
Confidential Treatment Requested Pursuant to Rule 83 by EP Energy Corporation (333-190979)