December 9, 2011
VIA EDGAR
H. Roger Schwall
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E. Mail Stop 4628
Washington, D.C. 20549-3561
Re: | Sanchez Energy Corporation |
Registration Statement on Form S-1 |
File No. 333-176613 |
Dear Mr. Schwall:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sanchez Energy Corporation (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”) to December 13, 2011 at 2:00 p.m., Eastern time, or as soon as practicable thereafter.
The Company authorizes each of David P. Elder, Patrick J. Hurley and Shar Ahmed, all of whom are associated with its outside counsel, Akin Gump Strauss Hauer & Feld LLP, to orally modify or withdraw this request for acceleration.
The Company hereby acknowledges that:
1. | it is responsible for the adequacy and accuracy of the disclosure in the Registration Statement; |
2. | comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Registration Statement; and |
3. | the Company may not assert Staff comments 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
December 9, 2011
Signature Page
Very truly yours, | ||
SANCHEZ ENERGY CORPORATION | ||
By: | /s/ Antonio R. Sanchez, III | |
Antonio R. Sanchez, III President, Chief Executive Officer and Chairman of the Board of Directors |
cc: | Michael G. Long, Sanchez Energy Corporation |
David P. Elder, Akin Gump Strauss Hauer & Feld LLP |
Robert G. Reedy, Porter Hedges LLP |
Rockne Horvath, BDO USA, LLP |