SEC Division of Corporation Finance no-action letter: MXenergy Holdings Inc.

Vinson&Elkins Rule 12h-3 under the Securities Exchange Act of 1934
Section 15(d) of the Securities Exchange Act of1934
August 2, 2011
VIA EMAIL TO CFLETTERS@SEC.GOV
Office ofChief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: MXenergy Holdings Inc.
Ladies and Gentlemen:
We are writing on behalf ofConstellation Energy Resources, LLC, a Delaware limited liability company ("Constellation") and its 100% owned subsidiary, MXenergy Holdings Inc., a Delaware corporation ("Holdings"), to request that a no-action letter be issued advising us that the Staff ofthe Division ofCorporation Finance (the "Staff') ofthe Securities and Exchange Commission (the "Commission") concurs with our view that the effectiveness ofthe Registration Statement on Fonn S-4 filed by (i) Holdings and (ii) the 100% owned subsidiaries ofHoldings listed in Annex I hereto (together with Holdings, the "2014 Notes Registrants") pursuant to Section 8(a) ofthe Securities Act ofl933, as amended (the "Securities Act"), during the fiscal year ended June 30, 2011 would not, under the circwnstances descnbed below, preclude the 2014 Notes Registrants from filing a Fonn 15 to suspend their reporting obligations under Section 15(d) ofthe Securities Exchange Act of 1934, as amended (the "Exchange Act"), in reliance on Rule 12h-3 thereunder, including the suspension ofthe duty to file an Annual Report on Fonn IO-K for the fiscal year ended June 30,2011 ("Fonn 1O-K"), which is required to be filed by September 28, 2011. Unless otherwise indicated, each reference herein to a "Section" or "Rule" is to the corresponding Exchange Act section or rule promulgated thereunder, respectively, and the term "100% owned" has the meaning given to it in Rule 3-10(h) ofRegulation S-X.
I. Background
a. Acquisition of Holdings by Constellation Energy Group, Inc.
On July 1, 2011, Constellation, a 100% owned subsidiary of Constellation Energy Group, Inc. (NYSE: CEG), acquired Holdings through a merger ofNubneg Merger Sub, Inc., a Delaware corporation and a 100% owned subsidiary of 666 Fifth Avenue, 26th Floor Abu Dhabi Auslln Beijing Dallas Dubai Hong Kong Houston London New York, NY 10103·0040 Moscow New YOlk PaloMo R[yadh Shanghai Tokyo Washington Vinson & Elkins LLP Attorneys et Lew Tet +1.212.237.0000 Fex +1.212.237.0100 www.velew.com

V&E securities and Exchange Commission August 2, 2011 Page 2 Constellation with and into Holdings (the "Merger"), with Holdings continuing as the surviving corporation in the Merger and as a 100% owned subsidiary of Constellation. b. Floating Rate Senior Notes Due 2011 On August 4, 2006, Holdings issued $190,000,000 aggregate principal amount at maturity of Floating Rate Senior Notes due 2011 guaranteed by certain ofits subsidiaries (the "Unregistered 2011 Notes") in a private placement pursuant to Rule 144A and Regulation S, each promulgated under the Securities Act. On December 13,2006, Holdings repurchased $12,000,000 aggregate principal amount ofthe Umegistered 2011 Notes. On April 30, 2007, the Staffdeclared effective the Registration Statement on Form S-4 (File No. 333-138425) (as amended, the "2011 Notes Registration Statement") ofHoldings and certain ofits subsidiaries named therein (together the "2011 Notes Registrants") pursuant to which Holdings offered to exchange ("2011 Notes Exchange Offer") the Unregistered 2011 Notes for up to $190,000,000 aggregate principal amount ofthe same Floating Rate Senior Notes due 2011 guaranteed by those Holdings' subsidiaries named in the 2011 Notes Registration Statement that were offered and sold pursuant to the 2011 Notes Registration Statement (the "2011 Exchange Notes" and together with the Unregistered 2011 Notes, the "2011 Notes", and the guarantees ofthe 2011 Notes granted by those Holdings' subsidiaries named in the 2011 Notes Registration Statement, the "2011 Guarantees"). I Holdings commenced the 2011 Notes Exchange Offer on May 2, 2007 and subsequentlytenninated the exchange offer on June 27, 2007 so that the 2011 Notes Registration Statement couldbe amended to correct certain interim financial infonnation. On August 1, 2007, the Staff declared effective a post-effective amendment to the 2011 Notes Registration Statement and Holdings again commenced the 2011 Notes Exchange Offer. On August 31,2007, Holdings completed the 2011 Notes Exchange Offer. All but $130,000 aggregate principal amount ofthe Unregistered 2011 Notes that had not been repurchased were tendered and exchanged for the 2011 Exchange Notes. From December 2007 through March 2008, Holdings repurchased $12,800,000 aggregate principal amount ofthe 2011 Notes. The Unregistered 2011 Notes and the 2011 Exchange Notes were each issued pursuant to an indenture dated August 4, 2006 (the "2011 Notes Indenture") and are the same class ofsecurity. Holdings has advised us that the 2011 Notes and the 2011 Guarantees had been held ofrecord by fewer than 300 persons at all times since their issuance. Pursuant to Section 4.3 ofthe 2011 Notes Indenture, whether or not I Even though $12,000,000 in principal am;unt of the Unregistered 2011 Notes had been repurchased, the 2011 Notes Registrants registered $190,000,000 of 2011 Exchange Notes (including the 2011 Guarantees) pursuant to the requirements of the Registration Rigbts Agreement, dated May
6, 2006, among Holdings, the guarantor subsidiaries ofHoldings named therein and the initial purchasers ofthe 2011 Unregistered Notes.

V&E Secur1t1es and Exchange CommissIon August 2, 2011 PagB 3 required by the rules of the Commission. Holdings was required to furnish to the holders of the 2011 Notes the information required to be included in Form lO-K, Fonn lO-Q and Form 8-K. in each case within the time periods specified in the Commission's rules and regulations ("SEC Filer Information Requirement"). In addition, following the consummation ofthe 2011 Notes Exchange Offer, whether or not required by the rules and regulations of the Commission, Holdings was required to file the information required to be included in Form 10-1{, Form 10-Q and Form 8 K with the Commission on EDGAR within the time periods specified in the Commission's rules and regulations ("EDGAR Filing Requirement"). On September 22, 2009, Holdings consummated an exchange offer pursuant to which it exchanged $158,787,000 aggregate principal amount of the 2011 Notes for (i) an aggregate cash payment of approximately $28.6 million, which included an early consent payment and accrued and unpaid interest on the 2011 Notes and (ii) $67,751,000 aggregate principal amount of 13.25% Senior Subordinated Notes due 2014 guaranteed by certain of Holdings' subsidiaries (the "Unregistered 2014 Notes") and 33,940,683 shares ofHoldings' Class A common stock (the "Restructuring Exchange Offer"). Holders of $6,413,000 aggregate principal amount ofthe 2011 Notes did not tender their notes in the Restructuring Exchange Offer and these notes remain outstanding. In connection with the Restructuring Exchange Offer, Holdings solicited consents from holders ofthe 2011 Notes for certain amendments to the 2011 Notes Indenture (the "Consent Solicitation"). As a result of the Consent Solicitation, Holdings and the subsidiary guarantors under the 2011 Notes Indenture entered into the Second Supplemental Indenture to the 2011 Notes Indenture (the "Second Supplemental Indenture"), which became effective on September 22, 2009. Among other things, the Second Supplemental Indenture did not contain many ofthe covenants contained in the 2011 Notes Indenture, including the SEC Filer Infonnation Requirement and the EDGAR Filing Requirement. The 2011 Notes matured on August I, 2011 (the "Maturity Date") at which time the 2011 Notes were paid in full.
c. 13.25% Senior Subordinated Notes due 2014
As noted above, Holdings issued the Unregistered 2014 Notes in the Restructuring Exchange Offer. On January 4, 2010, Holdings repurchased $458,000 aggregate principal amount ofthe Unregistered 2014 Notes. On December 15, 2010 (the "2014 Notes Effectiveness Date"), the Staff declared effective the Registration Statement on Fonn S-4 (File No. 333-168404) (as amended, the "2014 Notes Registration Statement") of the 2014 Notes Registrants pursuant to which Holdings offered to exchange ("2014 Notes Exchange Offer') the Unregistered 2014 Notes for up to $67,741,000 aggregate principal amount of the same 13.25% Senior Subordinated Notes due 2014 guaranteed by those Holdings' subsidiaries named in

V&E Securities lind Exchange Commission August 2, 2011 Page 4 the 2014 Notes Registration Statement that were offered and sold pursuant to the 2014 Notes Registration Statement (the "2014 Exchange Notes" and together with the Unregistered 2014 Notes, the "2014 Notes", and the guarantees ofthe 2014 Notes granted by those Holdings' subsidiaries named in the 2014 Notes Registration Statement, the "2014 Guarantees").' On January 18, 2011, Holdings completed the 2014 Notes Exchange Offer. All hut $1',177,000 aggregate principal of the Unregistered 2014 Notes that had not been repurchased were tendered and exchanged for the 2014 Exchange Notes. The Unregistered 2014 Notes and the 2014 Exchange Notes were each issued pursuant to an indenture dated September 22, 2009 (the "2014 Notes Indenture") among Holdings, the subsidiary guarantors party thereto and Law Debenture Trust Company ofNew York, as trustee (the "2014 Notes Trustee") and are the same class of security. Holdings has advised us that the 2014 Notes and the 2014 Guarantees had been held ofrecord by fewer than 300 persons at all times since their issuance.
Section 4.3 ofthe 2014 Notes Indenture had an SEC Filer Information Requirement
and an EDGAR Filing Requirement.
In connection with the closing of the Merger, on August 1, 2011 (the "Redemption Date"), Holdings redeemed at a redemption price of 106.625% plus accrued interest any and all outstanding 2014 Notes pursuant to an irrevocable notice ofredemption mailed to the holders ofthe 2014 Notes on July I, 2011 by the 2014 Notes Trustee in accordance with the tenns ofthe 2014 Notes Indenture. Accordingly, all of the 2014 Notes and 2014 Guarantees have ceased to be outstanding and there are currently no holders ofthe 2014 Notes or the 2014 Guarantees.
II. Discussion
a. General
Section 15(d) ofthe Exchange Act provides that, if a company has a
registration statement become effective under the Securities Act, that company must file reports pursuant to Section 13 (i.e., 10-Ks, IO-Qs and 8-Ks) as ifthat company had a class of securities registered pursuant to Section 12 ofthe Exchange Act.
Section 15( d) further states:
The duty to file under this subsection shall also be automatically suspended as to any fiscal year, other than the fiscal year within which such registration statement became effective, if, at the 2 Even though $458,000 aggregate principal amount of the Unregistered 2014 Notes had been repurchased, the 2014 Notes Registrants registered $67,741,000 of the 2014 Exchange Notes (including the 2014 Guarantees) pursuant to the requirements of the Registration Rights Agreement, dated September 22, 2009, among Holdings, the guarantor subsidiaries of Holdings named therein a~d the initial purchasers of the 2014 Unregistered Notes.

V&E Securities and Exchange Commission August 2, 2011 Page 5 beginning of such fiscal year, the ~ecurities of each class ... to which the registration statement relates are held of record by less than three hundred persons. Following payment in full of all ofthe then outstanding 2011 Notes on the Maturity Date and the redemption of all ofthe then outstanding 2014 Notes on the Redemption Date, the 2014 Notes Registrants do not have any other classes of securities that are registered under the Securities Act or the Exchange Act that would subject any ofthe 2014 Notes Registrants to the reporting obligations of Section 15(d) or any other provision ofthe Exchange Act. Holdings has no outstanding classes of securities other than its common stock, which is 100% owned by its direct parent company, Constellation. Each ofthe other 2014 Notes Registrants has no outstanding classes ofsecurities other than its common stock, which is 100% owned by Holdings. Accordingly, the 2014 Notes Registrants do not have any classes of securities that are registered or required to be registered under Section 12 of the Exchange Act. b. Floating Rate Senior Notes Due 2011 Pursuant to Section IS(d), upon the effectiveness of the 2011 Notes Registration Statement in April 2007, the. 2011 Notes Registrants became obligated to file reports pursuant to Section 13 with respect to the 2011 Notes and 2011 Guarantees for the fiscal year ended June 3D, 2007. Because the Staff declared the post-effective amendment to the 2011 Notes Registration Statement effective on August 1, 2007, the 2011 Notes Registrants were required to file reports pursuant to
Section 13 with respect to the 2011 Notes and 2011 Guarantees for the fiscal year
ended June 30,2008, including a Fonn 10-K for the fiscal year ended June 30, 2008. All ofthe 2011 Notes Registrants except Holdings had been eligible for, and availed themselves of, the exemption from the duty to file reports under Section IS( d) that is provided by Rule 12h-S because they were each pennitted to omit financial statements by Rule 3-10 ofRegulation SoX in accordance with paragraph (f) thereof. In particular, Holdings' financial statements filed with the Commission since effectiveness ofthe 2011 Notes Registration Statement in April 2007 included the financial infonnation required by Rule 3-10(f)( 4) of Regulation Sox. Pursuant to Section IS(d), the filing obligations of the 2011 Notes Registrants with respect to the 2011 Notes and the 2011 Guarantees were automatically suspended beginning with the fiscal year ended June 30, 2009, because, as ofthe beginning ofthat fiscal year, the 2011 Notes and the 2011 Guarantees were held of record by fewer than 300 persons.3 . However, Holdings continued to file reports to 3 The 2011 Notes Registrants do not have any Fonn S-3 or Fonn S-8 registration statements for which they would be required to file post-effective amendments in order to avail themselves of the automatic suspension provisions of Section 15(d). See Division of Corporat!on Finance Compliance and Disclosure, Exchange Act Sections, Section 153, Section 15(d), Question 153.01.

V&E Securities lind Exchange Commission August 2, 2011 Page 6 comply with the SEC Filer Information Requirement and the EDGAR Filing Requirement pursuant to the terms ofthe 2011 Notes Indenture and, after the

effectiveness ofthe Second Supplemental Indenture, on a voluntary basis.

c. 13.25% Senior Subordinated Notes due 2014
Subject to paragraph (c) ofRule 12h-3, paragraphs (a) and (b) ofRule 12h-3 pennit an issuer to suspend its reporting obligations under Section 15(d) with respect to a class of securities, if:

the issuer has filed all reports required by Section 13(a) for the shorter of(i) its
most recent three fiscal years and the portion of the current year preceding the date offiling Fotm15 and (ii) the period since the issuer became subject to such reporting obligation; and
the securities are held of record by fewer than 300 persons.
In pertinent part, paragraph (c) ofRule 12h-3 provides that Rule 12h-3 is unavailable "for any class ofsecurities for a fiscal year in which a registration statement relating to that class becomes effective under the Securities Act ... or is required to be updated pursuant to Section 10(a)(3) ofthe [Exchange Act]." With respect to the 2014 Notes and the 2014 Guarantees, the 2014 Notes Registrants qualify for the suspension of their reporting obligations under Section IS(d) pursuant to Rule 12h-3 but for paragraph (c) ofRule 12h-3, Holdings has filed all reports required by Section 13(a) for its most recent three fiscal years and the portion ofthe current year preceding the date ofthis letter, All ofthe other 2014 Notes Registrants were eligible for, and have availed themselves of, the exemption from the duty to file reports under Section IS(d) that is provided by Rule 12h-S because they were each permitted to omit financial statements by Rule 3-10 of Regolation S-X in accordance with paragraph (f) thereof, The 2014 Notes and the 2014 Guarantees had been held ofrecord by fewer than 300 persons at all times since their issuance. Moreover, following the Redemption Date, there are no holders ofthe 2014 Notes or the 2014 Guarantees. Therefore, with respect to the 2014 Notes and the 2014 Guarantees, the 2014 Notes Registrants satisfy the requirements ofRule 12h-3 but for the application ofthe'paragraph ( c) thereof, Because the 2014 Notes Registration Statement became effective during the fiscal year ended June 30, 2011, ifthe reliefrequested in this letter is not granted, paragraph (c) ofRule 12h-3 would render Rule 12h-3 unavailable with respect to the fiscal year ended June 30, 2011, requiring Holdings to audit its year-end financial statements and to prepare and file the Form 10-K, The issue presented in this letter is whether the effectiveness ofthe 2014 Notes Registration Statement during the fiscal year ended June 30, 2011 should

V&E Securltles and Exchange Commission August 2, 2011 Page 7 preclude the 2014 Notes Registrants from using Rule 12h-3 to suspend their reporting obligations under Section 15(d). We respectfully submit that the 2014 Notes Registrants should be able to rely on Rule 12h-3 to suspend their duty to file reports under Section 15(d) with respect to the 2014 Notes and the 2014 Guarantees in these circumstances, notwithstanding the provisions of Rule 12h-3(c), for the following reasons:

the 2014 Notes Registrants meet the requirements ofRules l2h-3(a) and (b) to
suspend their duty under Section 15(d) to file reports required by Section l3(a);
Section 15(d),s purpose ofproviding current information to investors would not
be undennined in granting the 2014 Notes Registrants relief;
the benefits ofreporting by the 2014 Notes Registrants do not outweigh the
burdens ofmaking such filings; and
prior no-action and other relief granted with respect to Rule 12h-3(c) indicates
that a literal reading ofRule l2h-3(c) is not always justified.
The 2014 Notes Registrants Meet All Requirements ofRule 12h-3(a) and (b) to Suspend their Duty Under Section 15(d)to File Reports Required by Section 13(0). Holdings advises the Staff that, as ofthe date ofthis letter, the 2014 Notes Registrants are current in their reporting obligations under the Exchange Act, and it further represents that, as of the date that a Fonn 15 is filed to suspend the reporting obligations ofthe 2014 Notes Registrants under Section l5(d) with respect to the 2014 Notes and the 2014 Guarantees in reliance on Rule l2h-3, the 2014 Notes Registrants will have filed with the Commission all reports required by Section 13(a) before such date, except to the extent any 2014 Notes Registrants are exempt from filing such reports pursuant to Rule l2h-5. In addition, as previously mentioned, the 2014 Notes andthe 2014 Guarantees had been held ofrecord by fewer than 300 persons at all times since their issuance. Moreover, as all ofthe 2014 Notes have been redeemed, there are no holders ofthe 2014 Notes or the 2014 Guarantees.
Section J5(d)'s Purpose ofProviding Current Information to Investors Would
Not be Undermined in Granting the 2014 Notes Registrants Relief The Staffhas repeatedly indicated that a literal reading ofRule 12h-3(c) is not always justified as a matter ofpublic policy. In the proposing release to revise Rule 12h-3, the Commission stated that the purpose ofreporting under Section 15(d) is "to assure a stream of current infonnation about an issuer for the benefit ofpurchasers in the registered offering, and for the public, in situations where Section 13 ofthe Exchange Act would not otherwise apply" and that "ibis [Rule l2h-3(c)] limitation is in keeping with the philosophy reflected in Section l5( d) of the Exchange Act that generally the investing public should have available complete infonnation about the issuer's activities at least through the end ofthe year in which it makes a registered offering."

V&E Secur1t1es and Exchange CommIssion August 2, 2011 Page 8 See Exchange Act Release No. 34-20263 (October 5, 1983) (the "Proposing Release':). As noted above, there are no longer any holders ofthe 2014 Notes or the 2014 Guarantees 'who would be_protected by, or would in any way benefit from, the continued filing ofperiodic reports by any ofthe 2014 Notes Registrants that would result from the application ofRule .l2h-3(c) . . The Benefits ofReporting by the 2014 Notes Registrants Do Not Outweigh the Burdens ofMaking Such Filings. In the Proposing Release, the Commission noted that Rule 12h-3 suspended the duty to file reports because "Congress recognized, with respecito Sec~ion 15(d), that the benefits ofreporting by an issuer might not always be commensurate with the burdens imposed." In several analogous cases invqlvlng the redemption of an issuer's registered securities, the Staffhas recognized that the qene±its ofreporting when there are or will be few or no holders of such securities do not outweigh the burdens ofmaking such filings. See, e.g., CPG Int'l. rnc~ (available March 23, 2011); Goodman Global Group, Inc. (available December 14, 2010); ,Woodbridge Holdings Corp. (available November 9, 2009); Comtech Telecommunications Corp. (available August 27, 2009); Kerr- McGee (Nevada) LLC (available August 9, 2004); Media General Communications, Inc. (available April I, 1997); Alamo Rent-A-Car, Inc. (available February 4, 1997); Ferrellgas; Inc. (availableAugust 19,1994); and Technicon Instruments Corp. (available November 2, 1989} As rioted above, there.are no longer any holders ofthe 2014 Notes or the 2014 Guarantees. Requiring the 2014 Notes Registrants to continue their Section 15(d) reporting when there are no longer· any holders ofthe 2014 Notes or the 2014 Guarantees does not appear to be justified by the Commission's policy articulated in the Proposing Release and would Impose a heavy burden on Holdings due to the expense and dedication of employee time required to audit its year-end financial statements and to prepare the Fonn lO-K and any other reports triggered prior to suspension ofthe 2014 Notes Registrants' reporting obligations llilder Section 15(d). As Holdings has already begun the preparation of the Form 1 O-K and its independent public accountants have already begun the audit of its year-end financial statements, we respectfully request that the Staff grant the reliefrequested as soon as possible so that Holdings does not have to continue to incur the expense of, and continue to dedicate valuable company resources to, the audit ofits year-end financial statements and the preparation ofthe Form 10-K. . Prior No-Action and Other ReliefGranted With Respect to Rule 12h-3(c) Indicates That a Literal Reading ofRule 12h-3(c) is Not Always Justified. As noted above, the Staffhas recognized that a literal reading ofRule 12h-3(c) can have unintended consequences and accordingly has taken a no-action position similar to that requested
herein in many other instances. See, e.g., CPG Int'l. Inc. (available March 23, 2011); Goodman Global Group, Inc. (available December 14, 2010); Woodbridge Holdings Corp. (available November 9, 2009); Comtech

V&E Securilies and Exchange Commission August 2, 2011 Page 9 Telecommunications Corp. (available August 27, 2009); Media General CommUnications, Inc. (available April 1, 1997); Alamo Rent-A-Car, Inc. (available February4, 1997); and Ferrellgas; Inc. (available August 19, 1994). In each ofthese cases, notwithstanding that a registration statement under the Securities Act had been declared effective or updated pursuant tq Section lO(a)(3) ofthe Securities Act in the fiscal year in question, the Staff agreed with the position that Rule 12h-3(c) does not necessarily require an issuer to remain subject to the reporting requirements of
Section 15(d). We believe that the 2014 Notes Registrants' situation should not be
distinguished from the foregoing instances.
In addition, we note that while the 2014 Notes Registrants' situation does not fall within the scope ofthe two situations described by the Staff in StaffLegal Bulletin No. 18 (CF) (March 15, 2010) (the "Legal Bulletin"), the 2014 Notes Registrants otherwise satisfy the conditions set forth in the Legal Bulletin for an issuer to be exempted from the requirement to receive a no-action response from the Staff before filing a Fonn 15 to suspend its Section 15(d) reporting obligations in reliance on Rule 12h-3 with respect to the 2014 Notes and the 2014 Guarantees. As discussed in further detail above, each ofthe 2014 Notes Registrants:

does not have a class of securities registered under Section 12;
complies with the requirements ofRules 12h-3(a) and (b) and will file a Fonn 15;
has not conducted any registered securities offerings other than the 2011 Notes
Exchange Offer and the 2014 Notes Exchange Offer and has filed post-effective amendments (each ofwhich the Staffhas declared effective) to each ofthe 2011 Note's Registration Statement and the 2014 Notes Registration Statement to deregister any unsold securities; and
is not otherwise required to file Exchange Act reports with the Commission, the
2014 Notes Trustee or the holders ofthe 2014 Notes or the 2014 Guarantees pursuant to the 2014 Notes Indenture during the thne period in which the 2014 Notes Registrants seek to avail themselves ofthe suspension provided by Rule 12h-3.
Ill. Conclusion and Request
For the reasons discussed above, we respectfully request, on behalf of Constellation and Holdings, that the Staff issue a no-action letter as soon as possible advising us that the Staff concurs with our view that the effectiveness ofthe 2014 Notes Registration Statement pursuant to Section 8(a) ofthe Securities Act during the fiscal year ended June 30, 2011 would not, under the circumstances described herein, preclude the 2014 Notes Registrants from filing a Fonn 15 to suspend their reporting obligation·s under Section 15(d) with respect to the 2014 Notes and the 2014 Guarantees.in reliance on Rule 12h-3, including the suspension ofthe duty to file the

V&E securities and Exchange CommIssion August 2, 2011 Page 10 Fonn 10-K. If and when relief is granted by the Staff with respect to the foregoing, the 2014 NotesRegistrant~ will file a Fonn IS (designating Rule 12h-3(b)(I)(i) as the appropriate rule provision relied upon to suspend the duty to file reports with respect to the 2014 Notes and the 2014 Guarantees) on or before September 28,2011, the date on which the'Fonn lo'-K is due pursuant to the Exchange Act. Once a Form 15 is filed with-the Commissionito suspend the 2014 Notes Registrants! duty to file reports under Section 15(d), the 2014 Notes Registrants will not file reports with the ,Commission on -a voluntarY basis. Alternatively, we request an exemption, pursuant to Section 12(h), from any!obligation ofthe 2014 Notes Registrants to file reports under the Exchange_Act ~der the circumstances described herein. Ifthe Staff disagrees with any of the views expressed herein, we respectfully reques't an opportunity to 4iscuss the matter with the Staffbefore any written response to'this letter is issued. fu accordance with footnote 68 ofSecurities Act Release No. 33-7427 (July I, 1997), we are transmitting one copy ofthis letter bye-mail to cfletters@sec.gov. ' Please call or e-m~li the undersigned at 212,237,0133 or blenahan@velaw.com with any questions you may have concerning this request. Very truly yours, Brenda Lenahan cc: Sean Klein, Const~llation Energy Group, Inc. ehaitu Parikh, MXenergy Holdings Inc. Mark Laufinan, Vinson & Elkins L.L.P.

ANNEX I
2014 NOTES SUBSIDIARY GUARANTORS
NAME
MXenergy Capital Holdings Corp

MXenergy Capital Corp

MXenergy Gas Capital Holdings Corp

MXenergy Electric Capital Holdings Corp.

MXenergyGas Capital Corp.

MXenergy Electric Capital Corp.

MXenergy Inc.

MXenergyElectric Inc.

Online Choice Inc.

MXenergy Services Inc.
Irifometer.com Inc.
STATE OF
INCORPORATION!

FORMATION

Incoming Letter

Lineage