Correspondence 0001437749-24-029647 from NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486) (NRP)
NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486)
Date: Sept. 20, 2024 · CIK: 0001171486 · Accession: 0001437749-24-029647
AI Filing Summary & Sentiment
File numbers found in text: 001-31465
Referenced dates: September 6, 2024
Letter
nrp20240919_corresp.htm
Natural Resource Partners LP
1415 Louisiana Street, Suite 3325
Houston, Texas 77002
September 20, 2024
VIA EDGAR
Division of Corporation Finance
Office of Energy & Transportation
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 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
Ladies and Gentlemen:
Set forth below are the responses of Natural Resource Partners LP (the “Company,” “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 September 6, 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 (the “2023 Annual Report”).
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 note your response to prior comment two indicates, in part, that you do not have a contractual right to require that Sisecam provide to a qualified person the information necessary to produce a technical report summary pursuant to Subpart 1300 of Regulation S-K, and therefore, you regard this information as not "reasonably available." You further indicate, based on this assessment, that you do not believe you are required to fully comply with Subpart 1300 of Regulation S-K, in reliance on Rule 12b-21.
However, you also state that Sisecam has agreed to assist in providing “information that is not otherwise available” to you to the qualified person and to cooperate with the qualified person in the preparation of a new technical report summary. Given Sisecam’s willingness to assist in providing information and to cooperate with the qualified person, we are not in position to agree with your conclusion that necessary information is not “reasonably available” to you. Accordingly, you will need to revise your disclosure to fully comply with Subpart 1300 of Regulation S-K, to include filing a technical report summary with all of the content prescribed by Item 601(b)(96) of Regulation S-K.
RESPONSE: We acknowledge the Staff’s comment and agree to revise our disclosure to fully comply with Subpart 1300 of Regulation S-K, including the requirement to obtain and file a technical report summary with all of the content prescribed by Item 601(b)(96) of Regulation S-K.
* * * * *
Please direct any questions that you have with respect to the foregoing or if any additional information is required by the Staff, please contact K. Stancell Haigwood of Vinson & Elkins L.L.P. at (212) 237-0035.
Very truly yours,
NATURAL RESOURCE PARTNERS L.P.
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CORRESP 1 filename1.htm nrp20240919_corresp.htm Natural Resource Partners LP 1415 Louisiana Street, Suite 3325 Houston, Texas 77002 September 20, 2024 VIA EDGAR Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 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 Ladies and Gentlemen: Set forth below are the responses of Natural Resource Partners LP (the “Company,” “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 September 6, 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 (the “2023 Annual Report”). 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 note your response to prior comment two indicates, in part, that you do not have a contractual right to require that Sisecam provide to a qualified person the information necessary to produce a technical report summary pursuant to Subpart 1300 of Regulation S-K, and therefore, you regard this information as not "reasonably available." You further indicate, based on this assessment, that you do not believe you are required to fully comply with Subpart 1300 of Regulation S-K, in reliance on Rule 12b-21. However, you also state that Sisecam has agreed to assist in providing “information that is not otherwise available” to you to the qualified person and to cooperate with the qualified person in the preparation of a new technical report summary. Given Sisecam’s willingness to assist in providing information and to cooperate with the qualified person, we are not in position to agree with your conclusion that necessary information is not “reasonably available” to you. Accordingly, you will need to revise your disclosure to fully comply with Subpart 1300 of Regulation S-K, to include filing a technical report summary with all of the content prescribed by Item 601(b)(96) of Regulation S-K. RESPONSE: We acknowledge the Staff’s comment and agree to revise our disclosure to fully comply with Subpart 1300 of Regulation S-K, including the requirement to obtain and file a technical report summary with all of the content prescribed by Item 601(b)(96) of Regulation S-K. * * * * * Please direct any questions that you have with respect to the foregoing or if any additional information is required by the Staff, please contact K. Stancell Haigwood of Vinson & Elkins L.L.P. at (212) 237-0035. Very truly yours, NATURAL RESOURCE PARTNERS L.P. By: NRP(GP) LP, its general partner By: GP Natural Resource Partners LLC, its general partner By: /s/ Philip T. Warman Name: Philip T. Warman Title: General Counsel cc: K. Stancell Haigwood, Vinson & Elkins L.L.P.