April 27, 2018
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: H. Roger Schwall, Assistant Director, Office of Natural Resources
Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (Registration No. 333-224191) of PermRock Royalty Trust, a Delaware statutory trust (the “Trust”)
Ladies and Gentlemen:
As representatives of the several underwriters of the Trust’s proposed initial public offering of trust units representing beneficial interests in the Trust, we hereby join the Trust’s request for acceleration of effectiveness of the above-referenced registration statement to 3:30 p.m. (Washington, D.C. time) on May 1, 2018, or as soon thereafter as is practicable, unless the Trust notifies you otherwise prior to such time.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the preliminary prospectus relating to the initial public offering, dated April 23, 2018, through the date hereof:
Preliminary Prospectus dated April 23, 2018
2,405 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advises that they have complied, will continue to comply, and that each participating underwriter has informed the undersigned that it has complied, and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.
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| Very truly yours, | ||
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| WELLS FARGO SECURITIES, LLC | ||
| GOLDMAN SACHS & CO. LLC | ||
| UBS SECURITIES LLC | ||
| As Representatives of the several underwriters | ||
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| WELLS FARGO SECURITIES, LLC | ||
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| By: | /s/ David Herman | |
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| Name: | David Herman |
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| Title: | Director |
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| GOLDMAN SACHS & CO. LLC | ||
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| By: | /s/ Olympia McNerney | |
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| Name: | Olympia McNerney |
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| Title: | Managing Director |
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| UBS SECURITIES LLC | ||
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| By: | /s/ Jayant Dey | |
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| Name: | Jayant Dey |
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| Title: | Executive Director |
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| By: | /s/ Christopher Wicklund | |
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| Name: | Christopher Wicklund |
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| Title: | Director |
SIGNATURE PAGE
ACCELERATION REQUEST LETTER
