Midstates Petroleum Company, Inc.
Midstates Petroleum Company LLC
4400 Post Oak Parkway, Suite 1900
Houston, Texas 77027
(713) 595-9400
September 25, 2013
Via EDGAR
H. Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-4 (File No. 333-190915) of Midstates Petroleum Company, Inc. and Midstates Petroleum Company LLC (the “Registrants”)
Dear Mr. Schwall:
On behalf of the Registrants, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby request that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on September 27, 2013, or as soon thereafter as practicable. As requested by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), the Registrants hereby acknowledge that:
· should 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;
· 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
· 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.
If you need additional information, please contact Matthew R. Pacey of Vinson & Elkins L.L.P. at (713) 758-4786.
| Very truly yours, | |
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| MIDSTATES PETROLEUM COMPANY, INC. | |
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| By: | /s/ Thomas L. Mitchell |
| Name: | Thomas L. Mitchell |
| Title: | Executive Vice President and Chief Financial Officer |
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| MIDSTATES PETROLEUM COMPANY LLC | |
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| By: | /s/ Thomas L. Mitchell |
| Name: | Thomas L. Mitchell |
| Title: | Executive Vice President and Chief Financial Officer |
Signature Page to Acceleration Request — 10.75% Notes
