Corporate Headquarters: RSP Permian, Inc. 3141 Hood St., Ste. 701 Dallas, Texas 75219-5018 Main: 214-252-2700 Fax: 214-252-2750 |
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August 6, 2014
Via EDGAR
H. Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: | RSP Permian, Inc. |
| Registration Statement on Form S-1 (as amended) |
| File No. 333-196388 |
Ladies and Gentlemen:
On behalf of RSP Permian, Inc. (the “Company”), and in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 3:00 p.m., Washington, D.C. time, on August 6, 2014, or as soon as practicable thereafter.
As requested by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated July 3, 2014, the Company hereby acknowledges 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 Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company 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.
Thank you for your assistance in this matter.
| Very truly yours, | |
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| RSP PERMIAN, INC. | |
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| By: | /s/ James E. Mutrie |
| Name: | James E. Mutrie |
| Title: | General Counsel and Vice President |
cc: | Douglas E. McWilliams, Vinson & Elkins, L.L.P. |
| Christopher G. Schmitt, Vinson & Elkins L.L.P. |