April 15, 2015
H. Roger Schwall
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: Magnum Hunter Resources Corporation
Registration Statement on Form S-3 (the “Registration Statement”)
Filed March 13, 2015
File No. 333-202711
Dear Mr. Schwall:
Set forth below is the response of Magnum Hunter Resources Corporation (the “Company”) to your letter dated April 10, 2015 containing the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in regard to the above referenced Registration Statement. We have included the text of the Staff’s comment preceding the Company’s response.
Concurrently with the submission of this letter, we are filing Amendment No. 1 to the Registration Statement (the “Amendment”) for the sole purpose of filing certain exhibits. For your convenience, we will hand deliver to the Staff four copies of this letter and two copies of the Amendment.
Plan of Distribution, page 22
1. Please provide us with, or file, the agreement with MLV & Co. LLC.
Response: The form of the Sales Agreement, to be entered into by MLV & Co., LLC and the Company has been filed as Exhibit 1.2 to the Amendment. Additionally, Exhibits 5.1 and 8.1 to the Registration Statement have been filed with the Amendment.
If you have any questions regarding the foregoing or the Registration Statement, please contact me at 469-293-4918 or Charles H. Still, Jr. of Bracewell & Giuliani LLP at 713-221-3309.
| Sincerely, |
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| /s/ Joseph C. Daches |
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| Joseph C. Daches |
| Senior Vice President and Chief Financial Officer |
Cc: Mr. Paul Monsour, Securities and Exchange Commission
Charles H. Still, Jr., Bracewell & Giuliani LLP