Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Goldman, Sachs & Co.
200 West Street
New York, New York 10282
February 19, 2016
VIA EMAIL & EDGAR
Ms. Loan Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 4628
100 F. Street, N.E.
Washington, D.C. 20549-3561
Re: Silver Run Acquisition Corporation (the “Company”)
Registration Statement on Form S-1 (Registration No. 333-209140)
Dear Ms. Nguyen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Silver Run Acquisition Corporation hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern Time, on February 23, 2016, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Weil, Gotshal & Manges LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated February 17, 2016:
(i) Dates of distribution: February 17, 2016 through the date hereof
(ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 3
(iii) Number of prospectuses furnished to underwriters, dealers, institutions and others: approximately 335
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours, |
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DEUTSCHE BANK SECURITIES INC. |
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CITIGROUP GLOBAL MARKETS INC. |
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GOLDMAN, SACHS & CO. |
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Acting severally on behalf of themselves and the |
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several Underwriters |
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Deutsche Bank Securities Inc. |
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By: | /s/ Francis Windels |
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| Name: Francis Windels |
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| Title: Managing Director |
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By: | /s/ Eric Hackel |
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| Name: Eric Hackel |
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| Title: Managing Director |
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Citigroup Global Markets Inc. |
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By: | /s/ Muhammad Laghari |
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| Name: Muhammad Laghari |
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| Title: Vice President |
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Goldman, Sachs & Co. |
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By: | /s/ Matt Leavitt |
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| Name: Matt Leavitt |
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| Title: Managing Director |
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