January 14, 2014
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
Attention: H. Roger Schwall
Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (Registration No. 333- 190979) of EP Energy Corporation, a Delaware corporation (the “Company”)
Ladies and Gentlemen:
As representatives of the several underwriters of the Company’s proposed initial public offering of common stock, we hereby join the Company’s request for acceleration of effectiveness of the above-referenced registration statement to 4:00 p.m. EST on January 16, 2014, 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, dated January 6, 2014, through the date hereof:
Preliminary Prospectus dated January 6, 2014
3,578 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advise that they have complied, will continue to comply, and that each participating underwriter has informed the undersigned that it has 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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| CREDIT SUISSE SECURITIES (USA) LLC | ||
| J.P. MORGAN SECURITIES LLC | ||
| As Representatives of the several underwriters | ||
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| By: | CREDIT SUISSE SECURITIES (USA) LLC | |
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| By: | /s/ Jill Ford | |
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| Name: | Jill Ford |
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| Title: | Managing Director |
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| By: | J.P. MORGAN SECURITIES LLC | |
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| By: | /s/ Benjamin Burdett | |
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| Name: | Benjamin Burdett |
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| Title: | Vice President |
SIGNATURE PAGE
ACCELERATION REQUEST LETTER
