Sabine Oil & Gas Corporation
1415 Louisiana Street
Houston, Texas 77002
June 16, 2016
VIA EDGAR TRANSMISSION
H. Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Sabine Oil & Gas Corporation
Registration Statement on Form S-4
File No. 333-201634
Application for Withdrawal
Dear Mr. Schwall:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Sabine Oil & Gas Corporation, a Delaware corporation (the “Registrant”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-4 (Registration No. 333-201634), together with all exhibits and amendments thereto (the “Registration Statement”).
The Registration Statement has not been declared effective by the Commission. No securities were sold or will be sold under the Registration Statement. The Registrant submits this request for withdrawal as it does not intend to pursue the contemplated exchange offer at this time.
Please address any questions you may have to Matthew R. Pacey at Kirkland & Ellis LLP, 600 Travis Street, Suite 3300, Houston, TX, 77002, telephone number (713) 835-3600.
Thank you for your assistance with this matter.
| Sincerely, | |
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| Sabine Oil & Gas Corporation | |
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| By: | /s/ Michael Magilton |
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| Michael Magilton |
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| Chief Financial Officer |
cc: Matthew R. Pacey, Kirkland & Ellis LLP