ZaZa Energy Corporation
1301 McKinney Street, Suite 2800
Houston, Texas 70170
February 14, 2014
VIA EDGAR
Ms. Caroline Kim
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: ZaZa Energy Corporation
Registration Statement on Form S-3
(File No. 333-192257)
Dear Ms. Kim:
Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, ZaZa Energy Corporation (the “Registrant”), and the subsidiaries of the Registrant listed as co-registrants on Annex A hereto (the “Co-Registrants” and, together with the Registrant, the “Registrants”), hereby request that the effectiveness of the Registration Statement on Form S-3 (File No. 333-192257), as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto (the “Registration Statement”) be accelerated so that the Registration Statement becomes effective no later than 5:00 p.m. Eastern Time, on February 14, 2014.
The Registrants acknowledge that should the Securities and Exchange Commission (the “Commission”) or the Commission staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement, and the action of the Commission or the Commission staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement. The Registrants also acknowledge that they may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The undersigned respectfully requests that you notify the Registrant of the effectiveness of the Registration Statement by a telephone call to J. Mark Metts of Sidley Austin LLP, the Registrant’s outside counsel, at (713) 495-4501.
| Very truly yours, | |
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| ZaZa Energy Corporation | |
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| By: | /s/ Scott Gaille |
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| Scott Gaille |
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| Chief Compliance Officer, |
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| General Counsel and Secretary |
