SEC Comment Letter for NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486) (NRP) — Sep 17, 2012
NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486)
Date: Sept. 17, 2012 · CIK: 0001171486 · Accession: 0000000000-12-050708
AI Filing Summary & Sentiment
File numbers found in text: 333-183314
Letter
September 17, 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. Amendment No. 1 to Registration Statement on Form S-3 Filed September 11 , 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.
Legality Opinion
1. We note counsel’s assumptions that the Registration Statement will have become effective and comply with applicable law and that all securities will be issued and sold in compliance with applicable fe deral and state securities laws. Please have counsel delete or revise these assumptions. Note that it is inappropriate for counsel to include in its opinion assumptions that are overly broad, that “assume away” the relevant issue or that assume any of th e material facts underlying the opinion, such as compliance with state laws. Please refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be ce rtain that the filing includes 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.
Wyatt L. Hogan GP Natural Resource Partners LLC September 17, 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 acceleration 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 regi stration 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 17, 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. Amendment No. 1 to Registration Statement on Form S-3 Filed September 11 , 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. Legality Opinion 1. We note counsel’s assumptions that the Registration Statement will have become effective and comply with applicable law and that all securities will be issued and sold in compliance with applicable fe deral and state securities laws. Please have counsel delete or revise these assumptions. Note that it is inappropriate for counsel to include in its opinion assumptions that are overly broad, that “assume away” the relevant issue or that assume any of th e material facts underlying the opinion, such as compliance with state laws. Please refer to Section II.B.3.a of Staff Legal Bulletin No. 19. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be ce rtain that the filing includes 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. Wyatt L. Hogan GP Natural Resource Partners LLC September 17, 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 acceleration 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 regi stration 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.