United States securities and exchange commission logo





                              June 3, 2024

       Jeffrey Bird
       Chief Executive Officer
       Dril-Quip, Inc.
       2050 West Sam Houston Parkway S., Suite 1100
       Houston, TX 77042

                                                        Re: Dril-Quip, Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed May 1, 2024
                                                            File No. 333-279048

       Dear Jeffrey Bird:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-4

       The Mergers
       Opinion of Dril-Quip's Financial Advisor, page 103

   1.                                                   You disclose that,
during the approximate two-year period prior to the date of Citi   s
                                                        opinion, Citi and its
affiliates provided investment banking, commercial banking and other
                                                        similar financial
services to Innovex and/or certain of its affiliates. Please revise to
                                                        describe and quantify
all compensation paid to Citi by Innovex or its affiliates as a result
                                                        of their material
relationship. Refer to Item 1015(b)(4) of Regulation M-A.
       Unaudited Pro Forma Condensed Combined Statement of Operations, page 202

   2.                                                   Please revise your cost
of sales caption to note that the amounts are presented exclusive of
                                                        depreciation and
amortization shown below.
 Jeffrey Bird
FirstName   LastNameJeffrey Bird
Dril-Quip, Inc.
Comapany
June  3, 2024NameDril-Quip, Inc.
June 3,
Page  2 2024 Page 2
FirstName LastName
Notes to the unaudited pro forma condensed combined financial statements
Transaction Accounting Adjustments, page 209

3.       We note that you recorded Gain on bargain purchase in the amount of
$185.7M. Please
         fully explain to us how you determined the fair value of the property,
plant and equipment
         of Dril-Quip. Please specifically address why the gain on bargain
purchase you recognized
         was so significant relative to the purchase price. Describe to us, in
sufficient detail, the
         reassessment you performed pursuant to ASC 805-30-25-4 before
recognizing the gain on
         bargain purchase.
Index to Innovex's financial statements, page F-1

4.       Please revise your registration statement to include updated Innovex's
financial statements
         and related disclosures in accordance with Rule 3-12 of Regulation
S-X.
Innovex Downhole Solutions, Inc.'s financial statements
Notes to Consolidated Financial Statements
Equity Method Investment, page F-12

5.       Please tell us how you considered the disclosures required by ASC
323-10-50-3(c). In
         addition, please revise to include your policy on presenting
distributions received from the
         equity method investments in your consolidated statements of cash
flows. We refer you to
         ASC 230-10-45-21D and 235-10- 50-1 to 50-6.
Lease, page F-24

6.       We note from your disclosure on page F-25 that the weighted-average
discount rate used
         for finance leases is 6.20% and 5.04%, and the weighted-average
discount rate used for
         operating leases is 5.27% and 3.46% for years ended December 31, 2023
and 2022,
         respectively. Please provide us with additional details regarding how
you determined or
         calculated the weighted-average discount rates for each class of your
leases as a lessee. In
         this regard, please clarify whether you are utilizing a risk-free
discount rate for the leases
         instead of your incremental borrowing rate. Refer to ASC 842-20-30-3.
 Jeffrey Bird
FirstName   LastNameJeffrey Bird
Dril-Quip, Inc.
Comapany
June  3, 2024NameDril-Quip, Inc.
June 3,
Page  3 2024 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Pierce at 202-551-3887 or Matthew Derby at 202-551-3334 with any
other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Gerry Spedale