|
|
|
|
|
Mayer Brown LLP 700 Louisiana Street |
|
|
November 23, 2011 |
Main Tel +1 713 238 3000 www.mayerbrown.com |
|
|
BY EDGAR |
Dallas Parker Direct Tel +1 713 238 2700 dparker@mayerbrown.com |
|
|
Anne Nguyen Parker |
|
|
Re: |
Bonanza Creek Energy, Inc. | |
|
|
Amendment No. 3 to Registration Statement on Form S-1 | |
|
|
Filed November 4, 2011 | |
|
|
File No. 333-174765 |
|
Dear Ms. Parker:
On behalf of the above-captioned registrant (the Company), enclosed for your information and review are responses to the comments from the staff of the Commission (the Staff) set forth in your letter dated November 23, 2011 with respect to the above referenced Amendment No. 3 to the Registration Statement on Form S-1 of the Company (the Registration Statement). Set forth below are the Companys responses to the Staffs comments. Concurrently with the delivery of this letter, the Company is submitting (via EDGAR) Amendment No. 4 to the Registration Statement (Amendment No. 4), which reflects changes made to the Registration Statement in response to the Staffs comments. Courtesy copies of this letter and Amendment No. 4 (specifically marked to show the changes thereto) are being submitted to the Staff.
This letter is submitted to respond on a point-by-point basis to the Staffs comments. Each of the Staffs comments is set forth below (with page references unchanged) and is followed by the Companys response in bold face type (with page references to Amendment No. 4). All terms used but not defined herein have the meanings assigned to such terms in the Registration Statement.
COMMISSION COMMENTS FOLLOWED BY COMPANY RESPONSES
General Comments
1. We note your response to prior comment 1 from our letter dated September 12, 2011. We remind you that we will need sufficient time for our review once you have filed all
exhibits and filled in all blanks other than that allowed by Rule 430A, including information regarding the price range.
Acknowledged.
2. Please update your financial statements for Bonanza Creek Energy, Inc. to comply with Rule 3-12 of Regulation S-X.
Response:
As requested, Amendment No. 4 includes updated financial statements.
* * * *
Any questions regarding the above responses or Amendment No. 4 should be directed to either Dallas Parker at (713) 238-2700 or Andrew J. Stanger at (713) 238-2702.
Thank you for your attention to this filing.
|
Very truly yours, |
|
|
|
|
|
/s/ Dallas Parker |
|
|
|
Dallas Parker |
cc: Michael R. Starzer
Andrew J. Stanger