CORRESP 1 filename1.htm

 

Silver Run Acquisition Corporation

1000 Louisiana Street, Suite 1450

Houston, TX 77002

 

February 19, 2016

 

VIA EMAIL & EDGAR

Ms. Loan Lauren P. Nguyen

Legal Branch Chief

Office of Natural Resources

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4628

100 F. Street, N.E.

Washington, D.C. 20549-3561

 

 

Re:

Silver Run Acquisition Corporation (the “Company”) Registration

 

 

Statement on Form S-1 (Registration No. 333-209140)

 

Dear Ms. Nguyen:

 

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-209140) be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Washington D.C. time on February 23, 2016 or as soon as practicable thereafter.

 

The Company is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.

 

The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 


 

We request that we be notified of such effectiveness by a telephone call to Jennifer A. Bensch of Weil, Gotshal & Manges LLP at (212) 310-8870 and that such effectiveness also be confirmed in writing.

 

 

Very truly yours,

 

 

 

Silver Run Acquisition Corporation

 

 

 

 

 

 

 

By:

/s/ Mark G. Papa

 

Name:

Mark G. Papa

 

Title:

Chief Executive Officer and Director

 

 

 

 

 

 

cc:

Securities and Exchange Commission

 

 

 

Lily Dang, Staff Accountant

 

 

 

John Cannarella, Staff Accountant

 

 

 

Kevin Dougherty, Staff Attorney

 

 

 

 

 

 

 

Weil, Gotshal & Manges, LLP

 

 

 

Jennifer A. Bensch, Esq.

 

 

 

 

 

 

 

Freshfields Bruckhaus Deringer US LLP

 

 

 

Paul Tropp, Esq.

 

 

 

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