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CORRESP
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	nrp20240729_corresp.htm

Natural Resource Partners LP

1415 Louisiana Street, Suite 3325

Houston, Texas 77002

July 29, 2024

Division of Corporate Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington DC 20549-3561

re: Natural Resource Partners LP

     Form 10-K for the Fiscal Year ended December 31, 2023

     Filed March 7, 2024

     File no. 001-31465

Dear Messrs. Coleman and Huber:

Set forth below are the responses of Natural Resource Partners LP (the “Company,” “NRP,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated May 24, 2024, with respect to our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2023, filed with the Commission on March 7, 2024. We appreciate the extensions provided by the Staff regarding this correspondence. This additional time has allowed NRP to engage with Sisecam Wyoming LLC (“Sisecam”), which controls the information essential to preparing these responses and the requested disclosure, in order to understand Sisecam’s position and conditions regarding the access that Sisecam is willing to provide NRP for this purpose.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Form 10-K for the Fiscal Year ended December 31, 2023

Business and Properties, page 10

1.          We understand from your response to prior comment one that your disclosure representing your status as a royalty company as the reason for not disclosing information about the soda ash mining operation is not accurate, and that you are now instead representing that you should not be required to comply with Subpart 1300 of Regulation S-K because the required information is unknown and not reasonably available to you.

You further claim to have no access to the information required to prepare the technical reports used to determine mineral reserves and that there are no reserves attributable to your interests in Sisecam Wyoming LLC, within the meaning of our question. However, the meaning of our question may be ascertained from Item 1301(a)(1) of Regulation S-K, which clarifies that mining operations subject to the disclosure guidance includes operations on all mining properties in which you have a direct or indirect economic interest. A similar explanation resides in Item 1303(a)(1)(i) and Item 1304(a)(1)(i) of Regulation S-K, covering the summary and individual property disclosure requirements.

You indicate in your response that you asked someone at Sisecam Wyoming LLC or its parent to prepare the required disclosures on your behalf, though were told they would not be preparing this information for you. However, primary responsibility for preparing the disclosures resides with you, and is therefore not relieved by the refusal of an investee to assume that responsibility nor governed by the level of their participation.

We note that you have included the Limited Liability Company Agreement at Exhibit 10.4, and we see that it includes various provisions that do not appear to be consistent with an assertion of having no access to the information necessary to comply with your disclosure obligations, as referenced in the following points.

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			ability to appoint three of seven managers to the board of managers (Section 5.2(f))

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			endorsement or input in solicited for all annual budgets accompanied by three-year plans, setting forth assumptions and forecasts necessary to review the status of the business and determine future capital requirements, and incrementally programs for all capital expenditures (Section 5.8(a)(vi))

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			access to the books and records and rights to audit the same (Section 7.1)

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			investee is classified as a partnership for federal income tax purposes (Section 7.6)

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			ability to direct the president to call a meeting of the members (Section 8.2(e))

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			rights of first refusal if the other member seeks to divest (Section 9.4(d))

We also note that a technical report summary for the mining operation was publicly filed by the parent of the investee on March 31, 2023 (which you would have received in advance of the filing according to Section 11.9 of Exhibit 10.4), and that such report includes substantive and substantial details relevant to your disclosure obligations.

Given your 49% ownership interest and considering the observations above, we do not find persuasive your assertion of having no access to the information required to comply with your disclosure obligations under Subpart 1300 of Regulation S-K. Please amend your filing to include the information prescribed by these disclosure requirements.

Please clarify within your disclosures whether an updated technical report for the mining property has been prepared or obtained by or on behalf of the operating company. If this has not occurred, you may consider the guidance in Item 1304(f)(2) of Regulation S-K, which may accommodate reliance to some extent on the technical report summary referenced above, although you will need to address the criteria governing such reliance and separately file that report to comply with Item 601(b)(96) of Regulation S-K.

We acknowledge the Staff’s observations regarding our interest in Sisecam; however, after considering these observations and further discussing the Staff’s comments with Sisecam and the qualified person that prepared the most recent technical report summary for the mining operations of Sisecam, we still believe that we do not have access to the information that would be necessary to fully comply with Subpart 1300 of Regulation S-K. We respectively request that the Staff refer to our response to the Staff’s second comment below for details relevant to this assessment.

2.          If after considering the observations in the preceding comment you believe that you are able to demonstrate how you do not have access to the information that would be necessary to comply with Subpart 1300 of Regulation S-K, you will need to provide details that are relevant to an assessment under Rule 12b-21 of Regulation 12B with regard to each particular disclosure requirement to be covered by this accommodation.

For example, explain to us how the rights derived from the agreement at Exhibit 10.4 and summarized in the preceding comment are not representative of cooperative governance among the board of managers, officers and members, and how your efforts to obtain information have been countered or hindered by others comprising the board of managers, officers or the other member, if these are your contentions.

You will need to provide specific details concerning your efforts to obtain the information that is unknown and required for disclosure and show how that information is either not available or is available but that obtaining the information would involve unreasonable effort or expense. For example, clarify the extent to which the accommodation for nondisclosure would be based on the degree of effort and expense involved in compliance and provide your quantifications of the effort and expense where applicable; describe in detail each request for information that you have made, including the dates of the requests, and explain how each request relates to a specific disclosure requirement; identify the particular individuals involved in making and receiving the requests, as well as those involved in providing and receiving any responses; provide us with descriptions and the dates of any responses, and explain how you evaluated the sufficiency of any information obtained. It should be clear how these communications support your assertion.

Also clarify why you believe that your rights to access and audit the books and records of the investee would not reasonably extend to information underlying assessments of the viability of the mining operations or quantifications of the mineral resources and levels of production, if this is your view; and describe any internal memorandum that reference or pertain to your efforts to obtain information that would clarify the scope and nature of any opposition to your efforts to comply with your reporting obligations.

As noted above, after considering the Staff’s observations in the preceding comment and further discussing the Staff’s comments with Sisecam and the qualified person that prepared the most recent technical report summary for the mining operations of Sisecam, we still believe that the information and access available to NRP under the Limited Liability Company Agreement of Sisecam (the “LLC Agreement”) is not sufficient for NRP to fully comply with Subpart 1300 of Regulation S-K. As will be explained below, Sisecam shares this view with NRP. Specifically, without the contractual right to require the management of Sisecam to engage fully in the SK 1300 process, NRP does not have access to the information that would be necessary to comply with the requirements of Item 1302, Item 1303(b)(3), and Item 1304(d), (e) and (f) of Regulation S-K related to the preparation of a technical report summary and disclosure of Sisecam’s resources and reserves, as determined by the qualified person that prepared such report (the “TRS and Reserves Provisions”).

In prior conversations with Sisecam, representatives of Sisecam management confirmed that the most recent technical report summary available is the technical report summary on the Big Island Mine, Sweetwater County, Wyoming, USA, dated March 13, 2022, and filed by Sisecam Resources LP, the former parent of Sisecam (“Sisecam Resources”), as an exhibit to its Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, that provided a Statement of Resources and Reserves current as of December 31, 2021 (the “2021 TRS”). After Sisecam Resources went private in May 2023, Sisecam informed NRP in August 2023, that they were going to cease the preparation of technical report summaries. NRP has requested that Sisecam prepare a new or updated technical report summary, but Sisecam has not agreed to do so.

On June 25, 2024, we spoke with Kurt Hollberg of Hollberg Professional Group PC (the “QP”) about the 2021 TRS in order to understand whether NRP could rely on the 2021 TRS pursuant to Item 1304(f)(2) of Regulation S-K in order to produce updated reserve disclosure. The QP explained that the 2021 TRS is no longer current and cannot be filed by NRP and relied upon pursuant to Item 1304(f)(2) of Regulation S-K. The QP also explained that too much time has passed since the preparation of the 2021 TRS to proceed with just an update to the 2021 TRS. Accordingly, the QP believes that an entirely new technical report summary is required.

As part of this conversation, we also described the information and access that are available to NRP under the LLC Agreement and asked the QP whether such materials and access would be sufficient to prepare a new technical report summary. The QP explained that a new technical report summary could not be prepared based on just a review of the books and records and other information available to NRP under the LLC Agreement. In order to prepare a new technical report summary that complies with the requirements of Subpart 1300 of Regulation S-K, the QP requires access to: (1) the Sisecam properties, (2) Sisecam executives and managers for discussions and information sharing, and (3) documents relating to the relevant resources and reserves. The QP agreed that he would be willing to undertake preparing such a report if Sisecam made its managers and supervisors available, provided adequate access to the properties, furnished appropriate documents, and participated in the preparation and finalization of the report. These efforts would also need to include furnishing appropriate information to the QP and NRP about Sisecam’s internal controls regarding field sampling data, production data, and financial metrics as contemplated by Item 1305 of Regulation S-K.

While NRP can furnish documentary information to the QP using the books and records and other provisions of the LLC Agreement, we do not have the authority under that agreement to require Sisecam to make its managers and supervisors available to the QP for this purpose. Nor does NRP have the power to require Sisecam to: allow site visits by the QP, participate in the process of reviewing and finalizing the technical report summary, or adopt and maintain the necessary internal controls.

On June 11, 2024, June 17, 2024, June 21, 2024, June 28, 2024, and July 1, 2024, our counsel, Vinson & Elkins L.L.P., discussed the Staff’s comments and Sisecam’s willingness to cooperate with NRP with respect to the preparation of a new technical report summary, with Sisecam’s counsel, Steptoe LLP, and on June 17, 2024, and June 28, 2024, we sent correspondence to Sisecam formally requesting that they cooperate with the QP in connection with its preparation of a new technical report summary.

On July 8, 2024, Sisecam responded to NRP’s correspondence and agreed that NRP’s rights under the LLC Agreement are “insufficient to produce a [TRS] report that satisfies the requirements of Subpart 1300 of Regulation S-K.” Sisecam also noted that relief from satisfying the requirements of Subpart 1300 of Regulation S-K was a factor in their decision to go private in 2023 and they are cognizant of the significant burdens of regularly producing the required information and related compliance. However, Sisecam stated that it is willing to assist in providing “information that is not otherwise available to” NRP to the QP for purposes of preparing “an update” to the 2021 TRS. Specifically, this statement refers to providing the QP with access to Sisecam’s properties and its managers and supervisors, reviewing the draft report and assisting the QP in finalizing the same, and the adopting of “necessary internal controls.”

However, despite this statement from Sisecam, the information necessary to comply with the TRS and Reserves Provisions rests peculiarly within the knowledge of Sisecam. Moreover, NRP does not have a contractual right to require that Sisecam provide that information to the QP in order to produce a report that complies with SK 1300. Therefore, this information is not “reasonably available” and NRP is not required to disclose the reserve information required by the TRS and Reserves Provisions under Rule 12b-21 of the Securities Exchange Act of 1934 (“Rule 12b-21”). This outcome is no different than what the result for a holder of a royalty or other interest would be under 17 C.F.R. § 229.1302(b)(3)(ii).

Furthermore, Sisecam’s statement that it is willing to cooperate with the QP in the preparation of a new technical report summary is an expression of current intention only. The statement contains no binding commitments to cooperate at all or in a manner that will enable NRP to satisfy the requirements of Subpart 1300 of Regulation S-K. NRP has no doubt that Sisecam’s statement is a sincere expression of its current intent to cooperate, but there are no assurances that Sisecam will not change its views about this effort later this year, or that it will agree to a similar undertaking in the future. NRP has no ability to enforce these promises or ensure that the required disclosure is accurate and continues to be disclosed to investors on a continued basis. By forcing NRP to retain the QP on the basis of this entirely voluntary undertaking, the SEC would be requiring NRP to commit itself to a six-figure expenditure (and likely increased annual costs going forward) without any certainty that this effort would be sustained until a new technical report summary has been prepared or that it would result in accurate disclosures that benefit NRP’s investors.

Based