Silver Run Acquisition Corporation
1000 Louisiana Street, Suite 1450
Houston, TX 77002
September 23, 2016
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attn: | Loan Lauren P. Nguyen |
| Legal Branch Chief |
| Office of Natural Resources |
| Division of Corporation Finance |
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Re: | Silver Run Acquisition Corporation |
| Amendment No. 2 to Preliminary Proxy Statement on Schedule PREM14A |
| Filed September 16, 2016 |
| File No. 1-37697 |
Ladies and Gentlemen:
Pursuant to a discussion with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission on September 23, 2016, Silver Run Acquisition Corporation (the “Company”) hereby submits as Exhibit A hereto for the Staff’s review proposed revisions to Amendment No. 2 to Preliminary Proxy Statement on Schedule PREM14A filed by the Company on September 16, 2016 (the “Proxy Statement”) in response to comments provided by the Staff in its comment letter dated September 22, 2016 and telephonically on September 22, 2016.
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In connection with the above responses to the Staff’s comments, the Company acknowledges that:
· it is responsible for the adequacy and accuracy of the disclosure in the filing;
· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
· it 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.
Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel.
| Very truly yours, | ||
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| SILVER RUN ACQUISITION CORPORATION | ||
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| By: | /s/ Stephen S. Coats | |
| Name: | Stephen S. Coats | |
| Title: | Corporate Secretary | |
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Cc: | Silver Run Acquisition Corporation |
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| Mark G. Papa |
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| Weil, Gotshal & Manges, LLP |
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| Raymond O. Gietz, Esq. |
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| Jennifer A. Bensch, Esq. |
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| Latham & Watkins LLP |
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| William N. Finnegan IV, Esq. |
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| Debbie P. Yee, Esq. |
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Exhibit A
(attached)
