Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
New York, New York 10005
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Credit Suisse Securities (USA) LLC
11 Madison Avenue
New York, New York 10010
May 2, 2017
VIA EMAIL & EDGAR
Mr. Larry Spirgel
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 4628
100 F. Street, N.E.
Washington, D.C. 20549-3561
Re: TPG Pace Energy Holdings Corp. (the “Company”)
Registration Statement on Form S-1 (Registration No. 333-217338)
Dear Mr. Spirgel:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), TPG Pace Energy Holdings Corp. hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern Time, on May 4, 2017, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Weil, Gotshal & Manges LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Securities Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated May 2, 2017:
| (i) | Dates of distribution: May 2, 2017 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 5 |
| (iii) | Number of prospectuses furnished to underwriters, dealers, institutions and others: approximately 452 |
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
DEUTSCHE BANK SECURITIES INC.
GOLDMAN SACHS & CO. LLC
CITIGROUP GLOBAL MARKETS INC.
CREDIT SUISSE SECURITIES (USA) LLC
Acting severally on behalf of themselves and the several Underwriters
Deutsche Bank Securities Inc.
| By: | /s/ Carlos Alvarez | |
| Name: | Carlos Alvarez | |
| Title: | Managing Director |
| By: | /s/ Mahesh Shrinivasan | |
| Name: | Mahesh Shrinivasan | |
| Title: | Director |
Goldman Sachs & Co. LLC
| By: | /s/ Bennett Schachter | |
| Name: | Bennett Schachter | |
| Title: | Managing Director |
Citigroup Global Markets Inc.
| By: | /s/ Stephen M. Trauber | |
| Name: | Stephen M. Trauber | |
| Title: | Vice Chairman |
Credit Suisse Securities (USA) LLC
| By: | /s/ Stefanie Gallagher | |
| Name: | Stefanie Gallagher | |
| Title: | Director |
