June 17, 2014
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
Re: | Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (Registration No. 333-195679) of Eclipse Resources Corporation, a Delaware corporation (the Company) |
Ladies and Gentlemen:
As representatives of the several underwriters of the Companys proposed initial public offering of common stock, we hereby join the Companys request for acceleration of effectiveness of the above-referenced registration statement to 2:30 p.m. (Washington, D.C. time) on June 19, 2014, or as soon thereafter as is practicable, unless the Company 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 June 9, 2014, through the date hereof:
Preliminary Prospectus dated June 9, 2014
7,150 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advise 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.
[The remainder of this page is intentionally left blank.]
Very truly yours, | ||||
CITIGROUP GLOBAL MARKETS INC. | ||||
GOLDMAN, SACHS & CO. | ||||
MORGAN STANLEY & CO. LLC | ||||
As Representatives of the several underwriters | ||||
CITIGROUP GLOBAL MARKETS INC. | ||||
By: | /s/ James Jackson | |||
Name: Title: |
James Jackson Vice President | |||
GOLDMAN, SACHS & CO. | ||||
By: | /s/ Richard Cohn | |||
Name: Title: |
Richard Cohn Managing Director | |||
MORGAN STANLEY & CO. LLC | ||||
By: | /s/ Kevin Bonebrake | |||
Name: Title: |
Kevin Bonebrake Managing Director |
SIGNATURE PAGE
ACCELERATION REQUEST LETTER