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July 17, 2023
Harold Dichter
Deputy General Counsel
Epic NewCo, Inc.
2400 Market Street
Philadelphia, Pennsylvania 19103
Re:Epic NewCo, Inc.
Amendment No. 2 to Draft Registration Statement on Form 10-12B
Submitted July 7, 2023
CIK No. 0001967649
Dear Harold Dichter:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form 10-12B
Will NewCo incur any indebtedness prior to or at the time of the distribution?, page 7
1.We note your disclosure that you anticipate having "approximately $1,500 million of
indebtedness upon completion of the distribution[,]" which you expect to consist of
borrowings under "one or more senior secured term loan facilities."  We also note that you
expect to enter into a " $300 million revolving credit facility."  Please revise your
disclosure here, in the Risk Factors section, in the Separation and Distribution section, the
Description of Material Indebtedness section and elsewhere as appropriate to note
the material terms of each of the agreements discussed above, including but not limited to,
the parties to the agreements, the interest rates, the duration of each agreement and
the termination provisions.  Please also file the agreements as exhibits to your

 FirstName LastNameHarold Dichter
 Comapany NameEpic NewCo, Inc.
 July 17, 2023 Page 2
 FirstName LastName
Harold Dichter
Epic NewCo, Inc.
July 17, 2023
Page 2
registration statement or tell us why you are not required to do so.  Refer to Item
601(b)(10) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Note (h), page 57
2.Autonomous entity adjustments reflect changes in your costs resulting from agreements in
place.  Changes in costs that are not evidenced by agreements in place would ordinarily
not be autonomous entity adjustments.  Please tell us your basis for including the first,
second and fourth bullet points as autonomous entity adjustments.
            You may contact Blaise Rhodes at (202) 551-3774 or Adam Phippen at (202) 551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Rucha Pandit at (202) 551-6022 or Mara Ransom at (202) 551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison Z. Preiss