July 22, 2014

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

El Pollo Loco Holdings, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-197001)

Ladies and Gentlemen:

As a representatives of the several underwriters of the Company’s proposed public offering of up to 7,142,857 shares of common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:30 p.m. (ED/ST) on July 24, 2014, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 14, 2014, through the date hereof:

Preliminary Prospectus dated July 14, 2014:

3,109 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

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Very truly yours,   JEFFERIES LLC
By:		/s/ Michael A. Bauer
		Name:  Michael A. Bauer
		Title:    Managing Director

 

MORGAN STANLEY & CO. LLC
By:		/s/ Kurt M. Cross
		Name:  Kurt M. Cross
		Title:    Executive Director

As Representatives of the several Underwriters

[Signature Page to Underwriter Acceleration Request]