ProPetro Holding Corp.
1706 S. Midkiff, Bldg. B
Midland, Texas 79701

(432) 688-0012

 

March 15, 2017

 

VIA EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.
Washington, D.C. 20549-4628

 

Attn:	H. Roger Schwall, Assistant Director
	Division of Corporation Finance
Re:	ProPetro Holding Corp.
	Registration Statement on Form S-1
	File No. 333-215940

 

Dear Mr. Schwall:

 

On behalf of ProPetro Holding Corp. (the “Company”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 3:00 p.m., Washington D.C. time, on March 16, 2017, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time. By separate letter, the underwriters of the issuance of the securities being registered have joined in this request for acceleration.

 

The Company hereby acknowledges that:

 

·                              should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

·                              the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

·                              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 direct any questions or comments regarding this correspondence to our counsel, Ryan J. Maierson of Latham & Watkins LLP, at (713) 546-7420.

 

 

		Very truly yours,
		PROPETRO HOLDING CORP.
		By:	/s/ Jeffrey Smith
			Jeffrey Smith
			Chief Financial Officer
cc:	Ryan J. Maierson, Latham & Watkins LLP
	Thomas G. Brandt, Latham & Watkins LLP

 

[Signature Page to Acceleration Request Letter]