MEMORIAL PRODUCTION PARTNERS LP
1301 MCKINNEY, SUITE 2100
HOUSTON, TEXAS 77010
March 10, 2014
VIA EDGAR
H. Roger Schwall
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Memorial Production Partners LP and Memorial Production Finance Corporation |
Registration Statement on Form S-4
File No. 333-192515
Dear Mr. Schwall:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Memorial Production Partners LP (the “Partnership”), Memorial Production Finance Corporation (together with the Partnership, the “Issuers”) and the subsidiaries identified as Subsidiary Guarantor Registrants on the facing page of the above referenced Registration Statement on Form S-4 (the “Registration Statement”), File No. 333-192515 (such subsidiaries together with the Issuers, the “Registrants”) hereby request acceleration of the effective date of the above referenced Registration Statement to March 12, 2014 at 2:00 p.m., Eastern time, or as soon as practicable thereafter.
The Registrants hereby acknowledge that:
| 1. | should the Securities and Exchange Commission (the “Commission”) or the 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; |
| 2. | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| 3. | the Registrants may not assert staff comments and 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. |
H. Roger Schwall
March 10, 2014
Signature Page
If you have any questions, please call the undersigned at (713) 588-8370.
| Very truly yours, | ||
| Memorial Production Partners LP | ||
| By: | Memorial Production Partners GP LLC, | |
| its general partner | ||
| By: | /s/ Kyle N. Roane | |
| Kyle N. Roane | ||
| Vice President & General Counsel | ||
| Memorial Production Finance Corporation | ||
| By: | /s/ Kyle N. Roane | |
| Kyle N. Roane | ||
| General Counsel | ||
| cc: | John Goodgame, Akin Gump Strauss Hauer & Feld LLP |