Citigroup Global Markets Inc.
390 Greenwich Street
New York, New York 10013
Credit Suisse Securities (USA) LLC
11 Madison Avenue
New York, New York 10010
Goldman, Sachs & Co.
200 West Street
New York, New York 10282
April 6, 2017
VIA EMAIL & EDGAR
H. Roger Schwall
Assistant Director
Office of Natural Resources
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549-3561
| Re: | Vantage Energy Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-216129) |
Dear Mr. Schwall:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Vantage Energy Acquisition Corp. 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 April 10, 2017, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Vinson & Elkins L.L.P., 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 April 3, 2017:
(i) Dates of distribution: April 4, 2017 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 1,350
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.
[Signature page follows]
| Very truly yours, | |
| Citigroup Global Markets Inc. | |
| Credit Suisse Securities (USA) LLC | |
| Goldman, Sachs & Co. | |
| Acting severally on behalf of themselves and the | |
| several Underwriters |
| Citigroup Global Markets Inc. | ||
| By: | /s/ Neil Shah | |
| Name: Neil Shah | ||
| Title: Managing Director | ||
| Credit Suisse Securities (USA) LLC | ||
| By: | /s/ Niron Stabinsky | |
| Name: Niron Stabinsky | ||
| Title: Managing Director | ||
| Goldman, Sachs & Co. | ||
| By: | /s/ Richard Cohn | |
| Name: Richard Cohn | ||
| Title: Managing Director | ||
[Signature page to Underwriters’ Acceleration Request]
