May 16, 2014
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. H. Roger Schwall
Re: SM Energy Company
Registration Statement on Form S-4 filed March 4, 2014
as amended by Amendment No. 1 to Form S-4 filed on May 9, 2014
File No. 333-194304
Dear Mr. Schwall:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, SM Energy Company (the “Company”) respectfully requests that the effective date for the above-captioned registration statement on Form S-4 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 12:00 p.m. Eastern Time on May 20, 2014, or as soon thereafter as is practicable.
In addition, the Company formally acknowledges that:
· Should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement.
· The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.
· The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please feel free to contact me at (303) 861-8140 with any questions or comments you may have.
| Very truly yours, | |
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| SM ENERGY COMPANY | |
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| By: | /s/ David Copeland |
| Name: | David W. Copeland |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |
cc: Lucy Stark, Holland & Hart LLP
[Signature Page to Acceleration Request Letter]