1.

With a view to disclosure, please tell us what consideration you gave to including a floor price for the offer.

2.

Item 601(b)(8) of Regulation S-K states that a tax opinion must be filed whenever the tax consequences of a transaction “are material to an investor and a representation as to tax consequences is set forth in the filing.” We note your disclosure that you "believe and intend to take the position that the distribution of the subscription rights in connection with the Rights Offering generally should not be a taxable event to holders of [y]our common stock for U.S. federal income tax purposes." Please file a tax opinion as an exhibit to the filing. We refer you to Section III.A.1 of Staff Legal Bulletin 19.

The Company believes that an opinion on tax matters is not required under Item 601(b)(8) of Regulation S-K as the tax consequences are not material to an investor (as contemplated by Section III.A.2 of Staff Legal Bulletin No. 19) as a stockholder is not required to vote or make an investment decision with respect to receipt of the subscription rights received in the rights offering as the Company is issuing, at no charge, one subscription right with respect to each share of the Company’s common stock outstanding as of a record date. The Company notes that Section III.A.2 of Staff Legal Bulletin No. 19 provides that tax consequences are “material” if “there is a substantial likelihood that a reasonable investor would consider the information to be important in deciding how to vote or make an investment decision.”

Additionally, we ask the Staff to review its characterization of our disclosure that “we believe and intend to take the position that the distribution of the subscription rights in connection with the Rights Offering generally should not be a taxable event to holders of our common stock for U.S. federal income tax purposes” as a representation as to tax consequences. We point the Staff to the disclosure on page 32 of the Amended Registration Statement which says:

“Our position regarding the tax-free treatment of the receipt of subscription rights in this Rights Offering is not binding on the IRS or the courts, and there can be no assurance that the IRS or any applicable court would agree. If this position were finally determined to be incorrect, whether on the basis that the issuance of the subscriptions rights constitutes a “disproportionate distribution” under the Code and Treasury Regulations or otherwise, the fair market value of the subscription rights would be taxable to holders of our common stock as a dividend on the date of the distribution to the extent of the holder’s pro rata share of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent of the holder’s basis in shares of our common stock and thereafter as capital gain.”

Read together, the disclosure of the Company’s position and the subsequent disclosure that the IRS may not agree with the Company’s position (and such disagreement would lead to different tax consequences than those anticipated by the Company’s position), is intended only (a) to disclose the uncertainty regarding such tax treatment and (b) to describe the position the Company intends to take with respect to such tax treatment.

Further, we believe that our position set out above is consistent with the Staff’s conclusion based on its review of correspondence filed on August 8, 2016 with the Staff by Par Pacific Holdings, Inc. (“Par Pacific”) in respect of its Registration Statement on Form S-3 (File No. 333-212107) (the “Par Pacific Registration Statement”) and related disclosure in the Par Pacific Registration Statement that was ultimately declared effective.

3.

We note that your heading refers to a discussion of "certain" U.S. federal income tax consequences. Please revise to refer to all material tax considerations. Refer to Section III.C.1 of Staff Legal Bulletin 19.

^{We note that the legal opinion provided by Baker & Hostetler LLP assumes "with respect to Rights Shares and the Warrant Shares, that there will be sufficient shares of Common Stock authorized under the Company}’^{s organizational documents that are not otherwise reserved for issuance". Please revise the legal opinion to remove this assumption. Refer to Section II.B.3 of Staff Legal Bulletin 19.}

5.

We note that your filing fee table is registering common stock issuable upon exercise of subscription rights and exercise of warrants with a maximum aggregate offering price of $126,000,000. We note, however, that you are registering 6,000,000 units, consisting of one share of common stock and 6,000,000 shares of common stock underlying the warrants included in the units, with a potential initial price of $10.00 per unit. Please reconcile the maximum aggregate offering price in your filing fee table with the aggregate offering value disclosed in the registration statement.