SEC Comment Letter for NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486) (NRP) — Sep 5, 2012
NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486)
Date: Sept. 5, 2012 · CIK: 0001171486 · Accession: 0000000000-12-048212
AI Filing Summary & Sentiment
File numbers found in text: 333-183314
Letter
September 5 , 2012 Via Email Wyatt L. Hogan GP Natural Resource Partners LLC 601 Jefferson Street, Suite 3600 Houston, Texas 77002
Re: Natural Resource Partners L.P. Registration Statement on Form S-3 Filed August 15 , 2012 File No. 333-183314
Dear Mr. Hogan :
We have limited our review of your registration statement to those issues we have addressed in our 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 this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments. Prospectus Cover Page 1. Please provide the price of your units as of the latest practicable date on your prospectus cover page. 2. We note your cover page disclosure that any selling unitholder that is an affiliate of Natu ral Resource Partners L.P. may be deemed an “underwriter .” We also note your disclosure on page 42 that Adena Minerals, LLC is an affiliate of your general partner . Please clarify on your prospectus cover page and where appropriate the status of Adena Minerals as an affiliate and underwriter .
Wyatt L. Hogan GP Natural Resource Partners LLC September 5, 2012 Page 2
Selling U nitholder , page 42 3. Please provide the complete disclosure required by Item 507 of Regulation S -K including a description of the relationship between you and your selling unitho lder. Please also provide the identity of the persons who have sole or shared voting or investment power over Adena Minerals, LLC . See Regulation S -K C&DI No. 140.02. Legality Opinion 4. Please have counsel revise the legality opinion to opine separately on the units being registered for the selling unitholder. See Section II(B)(2)(h) of Staff Legal Bulletin No. 19. 5. In the opinion paragraph on page 2, it is unclear whether items (i) through (iv ) are assumptions or items upon which counsel is actually providing an opinion. Please have counsel revise to clarify. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing in cludes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request accelera tion of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility fo r the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Wyatt L. Hogan GP Natural Resource Partners LLC September 5, 2012 Page 3
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting accel eration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Adam F. Turk at (202) 551 -3657 or James Lopez at (202) 551 -3536 with any questions.
Sincerely,
/s/ James Lopez (for)
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September 5 , 2012 Via Email Wyatt L. Hogan GP Natural Resource Partners LLC 601 Jefferson Street, Suite 3600 Houston, Texas 77002 Re: Natural Resource Partners L.P. Registration Statement on Form S-3 Filed August 15 , 2012 File No. 333-183314 Dear Mr. Hogan : We have limited our review of your registration statement to those issues we have addressed in our 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 this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments. Prospectus Cover Page 1. Please provide the price of your units as of the latest practicable date on your prospectus cover page. 2. We note your cover page disclosure that any selling unitholder that is an affiliate of Natu ral Resource Partners L.P. may be deemed an “underwriter .” We also note your disclosure on page 42 that Adena Minerals, LLC is an affiliate of your general partner . Please clarify on your prospectus cover page and where appropriate the status of Adena Minerals as an affiliate and underwriter . Wyatt L. Hogan GP Natural Resource Partners LLC September 5, 2012 Page 2 Selling U nitholder , page 42 3. Please provide the complete disclosure required by Item 507 of Regulation S -K including a description of the relationship between you and your selling unitho lder. Please also provide the identity of the persons who have sole or shared voting or investment power over Adena Minerals, LLC . See Regulation S -K C&DI No. 140.02. Legality Opinion 4. Please have counsel revise the legality opinion to opine separately on the units being registered for the selling unitholder. See Section II(B)(2)(h) of Staff Legal Bulletin No. 19. 5. In the opinion paragraph on page 2, it is unclear whether items (i) through (iv ) are assumptions or items upon which counsel is actually providing an opinion. Please have counsel revise to clarify. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing in cludes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request accelera tion of the effective date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility fo r the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Wyatt L. Hogan GP Natural Resource Partners LLC September 5, 2012 Page 3 Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting accel eration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Adam F. Turk at (202) 551 -3657 or James Lopez at (202) 551 -3536 with any questions. Sincerely, /s/ James Lopez (for) John Reynolds Assistant Director cc: E. Ramey Layne Vinson & Elkins L.L.P.