RATTLER MIDSTREAM LP
500 West Texas Avenue
Suite 1200
Midland, Texas 79701
May 20, 2019
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mara L. Ransom
| Re: | Rattler Midstream LP |
| Registration Statement on Form S-1 |
| File No. 333-226645 |
Ladies and Gentlemen:
On behalf of Rattler Midstream LP (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 (as amended, the “Registration Statement”) on Form S-1 be accelerated to 4:00 p.m., Eastern time, on May 22, 2019, or as soon thereafter as practicable. By separate letter, the managing underwriters of the proposed offering are joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.
If you have any questions with respect to the foregoing, please do not hesitate to call me at (405) 463-6900 or Seth R. Molay, P.C. of Akin Gump Strauss Hauer & Feld LLP at (214) 969-4780.
| RATTLER MIDSTREAM LP | ||
| By: | Rattler Midstream GP LLC, | |
| its general partner | ||
| By: | /s/ Teresa L. Dick | |
| Name: | Teresa L. Dick | |
| Title: | Executive Vice President, Chief Financial | |
| Officer and Assistant Secretary | ||
| cc: | Seth R. Molay, P.C., Akin Gump Strauss Hauer & Feld LLP |
John Goodgame, Akin Gump Strauss Hauer & Feld LLP
500 West Texas, Suite 1200, Midland, Texas