| 2001 ROSS AVENUE DALLAS, TEXAS 75201-2980
TEL +1 214.953.6500 FAX +1 214.953.6503 www.bakerbotts.com | AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON | LONDON MOSCOW NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON | |||||
Preston Bernhisel TEL: 214 . 953 . 6783 FAX: 214 . 661 . 4783 preston.bernhisel@bakerbotts.com | ||||||||
March 9, 2017
Via EDGAR transmission
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-3561
Ladies and Gentlemen:
| Re: | Matador Resources Company |
| Registration Statement on FormS-4 |
On behalf of our client, Matador Resources Company (the “Registrant”), we hereby transmit for electronic filing under the Securities Act of 1933, as amended (the “Securities Act”), a Registration Statement on FormS-4 (“Registration Statement”) relating to the Registrant’s offer to exchange (the “Exchange Offer”) registered 6.875% Senior Notes due 2023 for any and all of their outstanding unregistered 6.875% Senior Notes due 2023.
In connection with the Registration Statement, I draw your attention to the following matters:
| • | The original notes, in the aggregate principal amount of $175 million, were sold in a transaction not subject to the registration requirements of the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S thereunder. |
| • | The Registrant is registering the Exchange Offer in reliance on the Staff’s position enunciated inExxon Capital Holdings Corp., SECNo-Action Letter (May 13, 1988),Morgan Stanley & Co. Inc., SECNo-Action Letter (June 5, 1991),Mary Kay Cosmetics, Inc., SECNo-Action Letter (available June 5, 1991),Shearman & Sterling, SECNo-Action Letter (July 2, 1993) and similarno-action letters. In this regard, I enclose a supplemental letter from Matador Resources Company that makes the representations and undertakings with respect to the Exchange Offer contained in theMorgan Stanley,Mary Kay andShearman & Sterlingno-action letters. |
Securities and Exchange Commission | -2- |
March 9, 2017 |
| • | The Exchange Offer will remain open for at least 20 business days after the date notice thereof is mailed to holders of the original notes and will not expire until 5:00 p.m., New York City time, on the twenty-first business day following such notice date. The actual expiration date will be included in the final prospectus for the Exchange Offer that will be disseminated to holders of the original notes. |
The filing fee for the Registration Statement, calculated in accordance with Rule 457(f) under the Securities Act, in the amount of $20,283.00 has been paid by wire transfer from Matador Resources Company’s account at Comerica Bank to the Securities and Exchange Commission’s account at U.S. Bank, N.A. in St. Louis, MO in accordance with Rule 111 under the Securities Act.
Should any questions or comments arise with respect to this filing, please contact the undersigned.
| Very truly yours, | ||
/s/ M. Preston Bernhisel | ||
M. Preston Bernhisel Baker Botts L.L.P. | ||
| cc: | Craig Adams |
| Matador Resources Company |