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SEC Comment Letter for NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486) (NRP) — Sep 25, 2015

NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486)
Date: Sept. 25, 2015 · CIK: 0001171486 · Accession: 0000000000-15-047199

AI Filing Summary & Sentiment

Date
Sept. 25, 2015
Author
/s/ Brigitte Lippmann (for)
Form
UPLOAD
Company
NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486)

Letter

Mail Stop 3561 September 25 , 2015 Via E -mail Kathryn S. Wilson Vice President, General Counsel and Secretary 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 September 18 , 2015 File No. 333 -207034

Dear Ms . Wilson :

This is to advise you that we have not reviewed and will not review your registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and i ts 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.

In the event you request acceleration of the effective date of the pending registra tion 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 wi th 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 for the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert 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.

Please refer to Rules 460 and 461 regarding reque sts for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation

Kathryn S. Wilson Natural Resource Partners L.P. September 2 5, 2015 Page 2

of the fact that those requesting acceleration are aware of their respective responsibilities under the Securitie s Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities.

Please contact Ruairi J. Regan, Staff Attorney, at (202) 551 -3269 with any questions.

Sincerely,
/s/ Brigitte Lippmann (for)

Show Raw Text
Mail Stop 3561
September 25 , 2015

Via E -mail
Kathryn S. Wilson
Vice President, General Counsel and Secretary
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 September 18 , 2015
File No. 333 -207034

Dear Ms . Wilson :

 This is to advise you that we have not  reviewed and will not  review your registration
statement.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Since the company and i ts 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.

 In the event you request acceleration of the effective date of the pending registra tion
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 wi th 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 for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert 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.

 Please refer to Rules 460 and 461 regarding reque sts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Kathryn S. Wilson
Natural Resource Partners  L.P.
September 2 5, 2015
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securitie s Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities.

 Please  contact Ruairi J. Regan, Staff Attorney, at (202) 551 -3269 with any questions.

        Sincerely,

        /s/ Brigitte Lippmann (for)

 John Reynolds
        Assistant Director
Office of Beverages,
Apparel and Mining

cc: E. Ramey Layne
 Vinson & Elkins L.L.P.