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United States securities and exchange commission logo
May 5, 2023
Michael Rathburn
Vice President
Everflow Eastern Partners, L.P.
585 West Main Street
Canfield, Ohio 44406
Re:Everflow Eastern Partners, L.P.
Schedule TO-I filed April 28, 2023
File No. 005-42364
Dear Michael Rathburn:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments. All defined terms have the same meaning as in the tender offer materials.
Schedule TO-I filed April 28, 2023
Identity and Background of Filing Person, page 2
1.Please revise to include the information required by Item 1003(a) of Regulation M-A with
respect to each person specified in Instruction C to Schedule TO.
Offer to Purchase for Cash
Introduction, page 9
2.We note your disclosure on page 9 that “Canfield Energy Ltd., an entity in which certain
officers and directors of EMC have ownership interests, intends to tender 1,447 Units
pursuant to the Offer” and that “[t]he Company has been advised that no other executive
officers or directors of EMC intend to tender Units pursuant to the Offer” (emphasis
added).  If Units are to be purchased from any other affiliates of the Company, please
revise to disclose.  See Item 1004(b) of Regulation M-A.

 FirstName LastNameMichael Rathburn
 Comapany NameEverflow Eastern Partners, L.P.
 May 5, 2023 Page 2
 FirstName LastNameMichael Rathburn
Everflow Eastern Partners, L.P.
May 5, 2023
Page 2
Offer to Purchase - Risk Factors, page 9
3.We note the following statement on page 10 of the Offer to Purchase:  "Management has
previously explored the possible sale of the Company, but has not discussed the potential
sale of the Company with any potential purchaser in the past several years."  Please revise
to clarify when the Company "previously" explored the possible sale, and how it did so,
describing any steps taken to analyze or pursue the sale option.  Your expanded disclosure
should make clear why this disclosure appears under Risk Factors.
4.Refer to the following statement on page 11 of the Offer to Purchase under the subheading
"Decrease in Cash and Equivalents to Fund the Offer":  "If the Company needs to use a
significant portion of its cash and equivalents for the Offer, it may be forced to reduce
future discretionary cash distributions to Unitholders."  Revise to clarify what would
constitute "a significant portion" for these purposes.
Certain Conditions of the Offer, page 15
5.While the Offer may be conditioned on any number of objective and clearly-described
conditions, reserving the right to assert such conditions and by implication terminate the
Offer “regardless of the circumstances giving rise to any such condition[s]” potentially
renders the Offer illusory because the action or inaction of the Company or its affiliates
could serve as justification for terminating the Offer.  To avoid the Offer potentially
constituting an illusory offer in contravention of Section 14(e) of the Exchange Act,
please revise to remove the implication that the Offer conditions may be triggered by
action or inaction of the Company or any of its affiliates.
6.We note the following disclosure: "The Company's failure at any time to exercise any of
the foregoing rights shall not be deemed a waiver of any such right and each such right
shall be deemed an ongoing right which may be asserted at any time and from time to time
on or before the Expiration Date."  This language suggests that if a condition is
“triggered” and the offeror fails to assert the condition, the offeror will not lose the right to
assert the condition at a later time.  Please note that when a condition is triggered and the
offeror decides to proceed with the Offer anyway, we believe that this decision is
tantamount to a waiver of the triggered condition(s).  Depending on the materiality of the
waived condition and the number of days remaining in the Offer, the offeror may be
required to extend the Offer and recirculate new disclosure to Unitholders.  Please confirm
the Company's understanding in your response letter.  In addition, when an Offer
condition is triggered by events that occur during the Offer period and before the
expiration of the Offer, the offeror should inform Unitholders how it intends to proceed
immediately, rather than waiting until the end of the Offer period, unless the condition is
one where satisfaction of the condition may be determined only upon expiration.  Please
confirm the Company's understanding in your response letter.
7.Refer to the disclosure in the first paragraph of this section.  Revise to clarify that the
Company may "postpone the purchase of, or payment for, Units tendered" only if it

 FirstName LastNameMichael Rathburn
 Comapany NameEverflow Eastern Partners, L.P.
 May 5, 2023 Page 3
 FirstName LastName
Michael Rathburn
Everflow Eastern Partners, L.P.
May 5, 2023
Page 3
extends the Offer.
8.Refer to subparts (a) and (b) here. So that Unitholders can understand the scope of these
Offer conditions, briefly explain, by footnote or otherwise, what would cause the
partnership status of the Company to terminate under Section 708 of the Code or
jeopardize its status as a partnership for federal income tax purposes.
9.Refer to subpart (e) on page 16.  Revise to clarify what you mean by a "limitation on
prices for" traded securities, or delete.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions