Execution Version
April 30, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Pacific Coast Oil Trust |
Pacific Coast Energy Company LP |
Registration Statement on Form S-1 (File No. 333-178928) |
Ladies and Gentlemen:
As representatives of the underwriters of Pacific Coast Energy Company LP’s (the “Company”) proposed public offering of up to 20,125,000 trust units of Pacific Coast Oil Trust (the “Trust”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (EST) on May 2, 2012, 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 Company’s Preliminary Prospectus dated April 25, 2012, through the date hereof:
Preliminary Prospectus dated April 25, 2012:
14,123 copies to prospective Underwriters, institutional investors, dealers and others
The undersigned representatives advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature page follows]
Very truly yours, | ||
BARCLAYS CAPITAL INC. | ||
By: | /s/ Victoria Hale | |
Name: | Victoria Hale | |
Title: | Vice President | |
CITIGROUP GLOBAL MARKETS INC. | ||
By: | /s/ John Bishop | |
Name: | John Bishop | |
Title: | Director | |
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
By: | /s/ Michael Cannon | |
Name: | Michael Cannon | |
Title: | Managing Director | |
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ Geoffrey G. Paul | |
Name: | Geoffrey G. Paul | |
Title: | Executive Director | |
UBS SECURITIES LLC | ||
By: | /s/ David Sproule | |
Name: | David Sproule | |
Title: | Director | |
By: | /s/ Rome Arnold | |
Name: | Rome Arnold | |
Title: | Managing Director | |
WELLS FARGO SECURITIES, LLC | ||
By: | /s/ David Herman | |
Name: | David Herman | |
Title: | Director |