Correspondence 0001193125-23-292720 from SAN JUAN BASIN ROYALTY TRUST (SJT) (CIK 0000319655) (SJT)
SAN JUAN BASIN ROYALTY TRUST (SJT) (CIK 0000319655)
Date: Dec. 11, 2023 · CIK: 0000319655 · Accession: 0001193125-23-292720
AI Filing Summary & Sentiment
File numbers found in text: 001-08032
Referenced dates: November 30, 2023
Letter
December 11, 2023
BY CERTIFIED MAIL
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Division of Corporation Finance
Office of Real Estate & Construction
Attention: Jeffrey Lewis
Kristina Marrone
Mayer Brown LLP
Louisiana Street Suite 3400 Houston, Texas 77002-2730
Main Tel +1 713 238 3000 Main Fax +1 713 238 4888
www.mayerbrown.com
Robert F. Gray
Direct Tel (713) 238-2600 Direct Fax (713) 238-4600
rgray@mayerbrown.com
Re: San Juan Basin Royalty Trust
Form 10-K for the fiscal year ended December 31, 2022
Filed March 31, 2023
File No. 001-08032
Ladies and Gentlemen:
This letter is submitted on behalf of San Juan Basin Royalty Trust (the “Trust”) in response to comments raised by the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) in the Staff’s letter to Mr. Ross Durr with the Trust, dated November 30, 2023. The responses to the Staff’s comments are set forth below, with each paragraph numbered to correspond to the numbered comments set forth in the letter. For your convenience, your comments have been reproduced below, together with the responses of the Company.
Form 10-K for the fiscal year ended December 31, 2022
Exhibit 32, page 29
1. We note that the Section 906 certification filed under Exhibit 32 to Form 10-K for the fiscal year ended December 31, 2022 is not dated. Please file a full amendment with corrected certifications and ensure that the certifications are currently dated and refer to the Form 10-K/A.
Response:
In response, the Company will file an amendment with the corrected certifications. The amendment will include the following explanatory note:
San Juan Basin Royalty Trust (the “Trust”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 31, 2023 (the “Original 10-K”), solely for the purpose of filing a revised certification required by Rule 13a-14(b). The corrected certification is attached to this Amendment as Exhibit 32.
The Trust is filing revised Exhibit 32, dated as of the date hereof, solely in order to include a date that was inadvertently omitted from such exhibit when originally filed. In addition, the Company’s Trustee has provided a new certification required by Rule 13a-14(a) in connection with the Amendment, dated as of the date hereof. This certification is attached to this Amendment as Exhibit 31. Except as described above, this Amendment makes no other changes to the Original 10-K. Accordingly, this Amendment should be read in conjunction with the Original 10-K.
Please direct your questions or additional comments to me by phone at 713-238-2600 or via email at rgray@mayerbrown.com. In addition, please provide via facsimile transmission any additional written comments you may have to me at 713-238-4600. Thank you for your assistance.
Very truly yours,
/s/ Robert F. Gray
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CORRESP 1 filename1.htm CORRESP December 11, 2023 BY CERTIFIED MAIL Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Division of Corporation Finance Office of Real Estate & Construction Attention: Jeffrey Lewis Kristina Marrone Mayer Brown LLP 700 Louisiana Street Suite 3400 Houston, Texas 77002-2730 Main Tel +1 713 238 3000 Main Fax +1 713 238 4888 www.mayerbrown.com Robert F. Gray Direct Tel (713) 238-2600 Direct Fax (713) 238-4600 rgray@mayerbrown.com Re: San Juan Basin Royalty Trust Form 10-K for the fiscal year ended December 31, 2022 Filed March 31, 2023 File No. 001-08032 Ladies and Gentlemen: This letter is submitted on behalf of San Juan Basin Royalty Trust (the “Trust”) in response to comments raised by the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) in the Staff’s letter to Mr. Ross Durr with the Trust, dated November 30, 2023. The responses to the Staff’s comments are set forth below, with each paragraph numbered to correspond to the numbered comments set forth in the letter. For your convenience, your comments have been reproduced below, together with the responses of the Company. Form 10-K for the fiscal year ended December 31, 2022 Exhibit 32, page 29 1. We note that the Section 906 certification filed under Exhibit 32 to Form 10-K for the fiscal year ended December 31, 2022 is not dated. Please file a full amendment with corrected certifications and ensure that the certifications are currently dated and refer to the Form 10-K/A. Response: In response, the Company will file an amendment with the corrected certifications. The amendment will include the following explanatory note: San Juan Basin Royalty Trust (the “Trust”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 31, 2023 (the “Original 10-K”), solely for the purpose of filing a revised certification required by Rule 13a-14(b). The corrected certification is attached to this Amendment as Exhibit 32. The Trust is filing revised Exhibit 32, dated as of the date hereof, solely in order to include a date that was inadvertently omitted from such exhibit when originally filed. In addition, the Company’s Trustee has provided a new certification required by Rule 13a-14(a) in connection with the Amendment, dated as of the date hereof. This certification is attached to this Amendment as Exhibit 31. Except as described above, this Amendment makes no other changes to the Original 10-K. Accordingly, this Amendment should be read in conjunction with the Original 10-K. Please direct your questions or additional comments to me by phone at 713-238-2600 or via email at rgray@mayerbrown.com. In addition, please provide via facsimile transmission any additional written comments you may have to me at 713-238-4600. Thank you for your assistance. Very truly yours, /s/ Robert F. Gray Robert F. Gray RFG