David P. Cedro Senior Vice President, Chief Accounting Officer Treasurer and Corporate Secretary | OFFICE (504) 799-1970 FAX (504) 535-2714 dcedro@eplweb.com |
March 22, 2013
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
| Re: | EPL Oil & Gas, Inc. |
| Delaware EPL of Texas, LLC |
| EPL of Louisiana, L.L.C. |
| EPL Pioneer Houston, Inc. |
| EPL Pipeline, L.L.C |
| Anglo-Suisse Offshore Pipeline Partners, LLC |
| 8.25% Senior Notes due 2018 |
| Registration Statement on Form S-4 |
| (File Nos. 333-187462, 333-187462-01, 333-187462-02, 333-187462-03, 333-187462-04, 333-187462-05) |
Ladies and Gentlemen:
On the date hereof, EPL Oil & Gas, Inc. (the “Company”), Delaware EPL of Texas, LLC, EPL of Louisiana, L.L.C., EPL Pioneer Houston, Inc., EPL Pipeline, L.L.C. and Anglo-Suisse Offshore Pipeline Partners, LLC (the “Subsidiary Guarantors” and, together with the Company, the “Registrants”) filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement on Form S-4 relating to the offer to exchange (the “Exchange Offer”) $300,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes due 2018 (the “Exchange Notes”) for an equal principal amount of the Company’s 8.25% Senior Notes due 2018, which were issued on October 25, 2012.
The Registrants are registering the Exchange Offer in reliance on the Commission staff’s position enunciated in the letters issued toExxon Capital Holdings Corporation(available May 13, 1988),Morgan Stanley & Co. Incorporated(available June 5, 1991),K-III Communications Corporation (available May 14, 1993) andShearman & Sterling(available July 2, 1993). In accordance with the Commission staff’s position set forth in those letters, the Registrants make the following representations to the Commission:
| 1. | The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. |
Securities and Exchange Commission
Page 2
| 2. | The Registrants will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is using the Exchange Offer to participate in the distribution of the Exchange Notes to be acquired in the Exchange Offer, such person (a) cannot rely on the Commission staff’s position enunciated inExxon Capital Holdings Corporation or similar letters and (b) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling stockholder information required by Item 507 of Regulation S-K promulgated under the Securities Act. |
| 3. | The Registrants will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (a) any broker-dealer holding existing securities acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Securities in exchange for such existing securities pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act as described in (2) above in connection with any resale of such Exchange Securities; (b) by executing the letter of transmittal or similar documentation, any such broker-dealer represents that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Securities received in respect of such existing securities pursuant to the Exchange Offer; and (c) any such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute Exchange Securities. The Registrants will include in the letter of transmittal or similar documentation a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. |
The Registrants will include, in the transmittal letter or similar documentation to be executed by the exchange offeree in order to participate in the Exchange Offer, representations to the effect that (a) the exchange offeree is acquiring the Exchange Notes in its ordinary course of business; (b) by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes; and (c) the offeree is not an “affiliate” of the Registrants within the meaning of Rule 405 under the Securities Act.
Securities and Exchange Commission
Page 3
Very truly yours,
EPL Oil & Gas, Inc. | ||
| By: | /s/ David Cedro | |
David P. Cedro Senior Vice President, Chief Accounting Officer, Treasurer and Corporate Secretary | ||
| DELAWARE EPL OF TEXAS, LLC | ||
| By: | /s/ Tiffany J. Thom | |
Tiffany J. Thom President | ||
EPL OF LOUISIANA, L.L.C. EPL PIONEER HOUSTON, INC. EPL PIPELINE, L.L.C. ANGLO-SUISSE OFFSHORE PIPELINE PARTNERS, LLC | ||
| By: | /s/ David P. Cedro | |
David P. Cedro Senior Vice President, Chief Accounting Officer, Treasurer and Secretary | ||
| cc: | Tiffany J. Thom |
| Angela Speight |
| J. Mark Metts, Sidley Austin LLP |