Initial Letter Date

Form filed

Market Capitalization

12/17/2013

10-Q

$ 3,740 M

We note your disclosure indicating that the Company revised its presentation during the third quarter of 2013 to record the adjustments necessary to correct the valuation allowance for deferred tax assets recognized when push down accounting was applied at the date of the Merger and to correct changes in the valuation allowance for deferred tax assets recognized subsequent to the Merger. We also note that management determined that during the successor period from August 31, 2012 through December 31, 2012, reductions to the valuation allowance for deferred tax assets were incorrectly recorded, resulting in an understatement of tax expense and net loss from continuing operations of $[xx]. We further note that the Company adjusted for the cumulative effect in the carrying amount of other long-term liabilities for the immaterial error related to the successor period from August 31, 2012 through December 31, 2012 of $[xx] with an offsetting adjustment to accumulated deficit. We additionally note your disclosure that such adjustments do not require previously filed reports with the SEC to be amended and such corrections may be made the next time the Company files the prior year financial statements. In light of the materiality of the amounts involved and as previously discussed in conference calls with your management, please amend your Form 10-K for the year ended December 31, 2012 and your subsequent quarterly reports on Form 10-Q for all relevant quarterly periods in 2013 to correct the errors to your deferred tax asset valuation allowance and related provision for income taxes in the appropriate periods. In preparing your amended financial statements, please label the revised financial statements as "restated" and provide all of the disclosures required by ASC 250-10-50-7 in the notes to the amended financial statements. Financial information for this period elsewhere in the filings should be similarly revised.