January 26, 2017
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: H. Roger Schwall
Assistant Director
Division of Corporate Finance
Re: Jagged Peak Energy Inc.
Registration Statement on Form S-1 (File No. 333-215179)
Ladies and Gentlemen:
Reference is made to our letter, filed as correspondence via EDGAR on January 24, 2017, in which we, as representatives of the several underwriters of Jagged Peak Energy Inc.’s (the “Company”) proposed initial public offering of up to 43,958,750 shares of common stock of the Company, joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement for Thursday, January 26, 2017, at 3:30 p.m. eastern standard time. The Company is no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.
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The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
| Very truly yours, |
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| CITIGROUP GLOBAL MARKETS INC. |
| CREDIT SUISSE SECURITIES (USA) LLC |
| J.P. MORGAN SECURITIES LLC |
| As Representatives of the several |
| Underwriters |
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| CITIGROUP GLOBAL MARKETS INC. |
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| By: | /s/ Derek Deas |
| Name: | Derek Deas |
| Title: | Vice President |
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| CREDIT SUISSE SECURITIES (USA) LLC |
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| By: | /s/ Blake London |
| Name: | Blake London |
| Title: | Director |
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| J.P. MORGAN SECURITIES LLC |
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| By: | /s/ Geoffrey Paul |
| Name: | Geoffrey Paul |
| Title: | Managing Director |