| 1775 Sherman Street Suite 3000 Denver, Colorado 80203 Phone: (303) 860-5800 www.pdce.com |
November 13, 2019
Via EDGAR and Federal Express
Ms. Jeannette Wong
Staff Accountant
Division of Corporation Finance
Office of Natural Resources
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: PDC Energy, Inc. (the “Company”)
Registration Statement on Form S-4
Filed September 25, 2019
File No. 333-233933
Dear Ms. Wong:
This letter is in regard to a request made by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on October 31, 2019 to a representative of the Company regarding the above-referenced Registration Statement on Form S-4 (File No. 333-233933), filed on September 25, 2019 (the “Registration Statement”) and amended on October 23, 2019 (“S-4 Amendment No. 1”).
This letter and Amendment No. 2 to the Registration Statement (“S-4 Amendment No. 2”) are being filed electronically via the EDGAR system today. In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with six courtesy copies of S-4 Amendment No. 2 marked to indicate changes to the Registration Statement since S-4 Amendment No. 1.
As requested by the Staff, S-4 Amendment No. 2 contains updated unaudited pro forma condensed combined consolidated financial statements.
We have endeavored to provide you with everything requested. Should you find that we have omitted information or should you have additional questions or comments, please contact the undersigned at (303) 860-5800.
| Sincerely, |
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| PDC Energy, Inc. |
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| /s/ Nicole L. Martinet |
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| Nicole L. Martinet |
| General Counsel, SVP and Corporate Secretary |
cc: John A. Elofson, Davis Graham & Stubbs LLP
Samuel J. Seiberling, Davis Graham & Stubbs LLP
Christine B. LaFollette, Akin Gump Strauss Hauer & Feld LLP
Cathleen M. Osborn, SRC Energy Inc.
Igor Kirman, Wachtell, Lipton, Rosen & Katz
Elina Tetelbaum, Wachtell, Lipton, Rosen & Katz