SEC Company Response from Sabine Production Partners LP (CIK 0001330903) — Dec 7, 2005
Sabine Production Partners LP (CIK 0001330903)
Date: Dec. 7, 2005 · CIK: 0001330903 · Accession: 0000950134-05-022720
AI Filing Summary & Sentiment
File numbers found in text: 333-127203
Letter
VIA EDGAR AND FACSIMILE 202-772-9368 Division of Corporate Finance Sabine Production Partners, LP Registration Statement on Form S-4 File No. 333-127203 Filed November 17, 2005
Dear Mr. Schwall and Ms. Duru:
On behalf of Sabine Production Partners, LP (the “Partnership”), this letter responds to the Staff’s comments received via the telephone by the undersigned on December 5, 2005. The numbering below corresponds to the order of the Staff’s comments.
Form S-4
Cash Distribution Policy—Page 94
1.
COMMENT:
The SEC Staff suggested that the Partnership reword the last sentence of the third full paragraph under “Monthly Distribution of Available Cash—General” to avoid the use of the word “increase,” which does not appear to adequately describe the differences between the applicable target distribution levels.
RESPONSE:
Per the SEC Staff suggestion, the Partnership has reworded the last sentence of the third full paragraph under “Monthly Distribution of Available Cash—General.” As revised, this sentence now reads as follows:
“This survey revealed that the average differences between target distribution levels across all transactions were as follows:
Austin Dallas Houston London Los Angeles New York The Woodlands Washington, DC
U.S. Securities and Exchange Commission
December 6, 2005
Page 2
•
11.62% for the first target over the minimum established;
•
21.04% for the second target over the first target; and
•
17.66% for the third target over the second target.”
2.
COMMENT:
The SEC Staff requested that the Partnership furnish supplementally, for the information of the Staff, a range for each of the percentages set forth in the third full paragraph under “Monthly Distribution of Available Cash—General.”
RESPONSE:
Per the Staff’s request, the Partnership hereby furnishes supplementally, for the information of the Staff, a range for each of the percentages set forth in the third full paragraph under “Monthly Distribution of Available Cash—General.”
Target Distribution—Percent Increase from Previous Level
First Target over
Second Target over
Third Target over
the Minimum
the First Target
the Second Target
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
Average
11.62 %
21.04 %
17.66 %
Partnership
10.00 %
20.00 %
15.00 %
Partnership Variance from Average
13.92 %
4.94 %
15.07 %
3.
COMMENT:
The SEC Staff requested a description of the phrase “such other subjective factors as we may deem appropriate” in the first sentence of the fourth full paragraph under “Monthly Distribution of Available Cash—General.”
U.S. Securities and Exchange Commission
December 6, 2005
Page 3
RESPONSE:
The Partnership has revised this sentence to indicate that the subjective factors refer to the Partnership’s view on appropriate compensation of the General Partner and, indirectly, its Managing Member. As revised, this sentence now reads as follows:
“Based on this analysis and our view on appropriate compensation of our General Partner and, indirectly, our Managing Member, we concluded that the proposal outlined in this prospectus/proxy statement was reasonably aligned with the goals established for our cash distribution policy.”
Schedule of Estimated Cash Available to Pay Distributions—Pages 97 and 98
4.
COMMENT:
The SEC Staff asked whether the calculation of “Excess of limited partners’ interest in distributable cash over the minimum amount of available cash required per common unit” included cash reserves established by the General Partner.
RESPONSE:
The Partnership expects to have a revolving credit facility to provide cash for working capital purposes, including the establishment of cash reserves deemed appropriate by its General Partner. Accordingly, a cash reserve has not been estimated nor included in the Schedule of Estimated Cash Available to Pay Distributions. The following disclosure has been added to the end of the paragraph preceding the table:
“We expect to have a revolving credit facility to provide cash for working capital purposes, including establishment of cash reserves deemed appropriate by our General Partner. Accordingly, a cash reserve has not been estimated nor included in the following schedule.”
Use of the term “Pro Forma”
5.
COMMENT:
The SEC Staff asked that the Partnership remove the term “Pro Forma” from the Registration Statement, especially in the narrative and tables on pages 96 and 97.
RESPONSE:
The Partnership has removed the phrase “pro forma” from the Registration Statement except for its use in “Management’s Outlook” under the caption “Omission of Pro Forma Information.”
Upon the Staff’s review of the foregoing responses, the Partnership is prepared to file Amendment No. 3 to the Registration Statement to incorporate the foregoing proposed changes and to request acceleration of the effectiveness of the Registration Statement.
U.S. Securities and Exchange Commission
December 6, 2005
Page 4
Please do not hesitate to contact me at 214-659-4593 or J. David Washburn of this office at 214-659-4678 if we can be of any further assistance in reviewing the above responses.
Thank you.
Very truly yours,
/s/ Joseph A. Hoffman
Show Raw Text
CORRESP
1
filename1.htm
corresp
1717 Main Street, Suite 3700
Dallas, Texas 75201
214.659.4400 Phone
214.659.4401 Fax
andrewskurth.com
Joseph A. Hoffman
214 659.4593 Phone
214 659.4861 Fax
jhoffman@andrewskurth.com
December 6, 2005
VIA EDGAR AND FACSIMILE 202-772-9368
Mr. H. Roger Schwall
Assistant Director
Ms. Mellissa Campbell Duru
U.S. Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 7010
450 Fifth Street, N.W.
Washington, DC 20549-7010
Re:
Sabine Production Partners, LP
Registration Statement on Form S-4
File No. 333-127203
Filed November 17, 2005
Dear Mr. Schwall and Ms. Duru:
On behalf of Sabine Production Partners, LP (the “Partnership”), this letter responds to the
Staff’s comments received via the telephone by the undersigned on December 5, 2005. The numbering
below corresponds to the order of the Staff’s comments.
Form S-4
Cash Distribution Policy—Page 94
1.
COMMENT:
The SEC Staff suggested that the Partnership reword the last sentence of the third full
paragraph under “Monthly Distribution of Available Cash—General” to avoid the use of the
word “increase,” which does not appear to adequately describe the differences between the
applicable target distribution levels.
RESPONSE:
Per the SEC Staff suggestion, the Partnership has reworded the last sentence of the third
full paragraph under “Monthly Distribution of Available Cash—General.” As revised, this
sentence now reads as follows:
“This survey revealed that the average differences between target distribution
levels across all transactions were as follows:
Austin Dallas Houston London Los Angeles New York The Woodlands Washington, DC
U.S. Securities and Exchange Commission
December 6, 2005
Page 2
•
11.62% for the first target over the minimum established;
•
21.04% for the second target over the first target; and
•
17.66% for the third target over the second target.”
2.
COMMENT:
The SEC Staff requested that the Partnership furnish supplementally, for the information of
the Staff, a range for each of the percentages set forth in the third full paragraph under
“Monthly Distribution of Available Cash—General.”
RESPONSE:
Per the Staff’s request, the Partnership hereby furnishes supplementally, for the
information of the Staff, a range for each of the percentages set forth in the third full
paragraph under “Monthly Distribution of Available Cash—General.”
Target
Distribution—Percent Increase from Previous Level
First Target over
Second Target over
Third Target over
the Minimum
the First Target
the Second Target
10
%
14
%
20
%
10
%
15
%
30
%
19
%
41
%
0
%
10
%
15
%
30
%
10
%
15
%
30
%
10
%
14
%
20
%
10
%
18
%
31
%
10
%
13
%
20
%
10
%
18
%
15
%
10
%
18
%
31
%
10
%
36
%
0
%
11
%
15
%
19
%
11
%
15
%
22
%
17
%
31
%
0
%
18
%
38
%
0
%
Average
11.62
%
21.04
%
17.66
%
Partnership
10.00
%
20.00
%
15.00
%
Partnership Variance from Average
13.92
%
4.94
%
15.07
%
3.
COMMENT:
The SEC Staff requested a description of the phrase “such other subjective factors as we may
deem appropriate” in the first sentence of the fourth full paragraph under “Monthly
Distribution of Available Cash—General.”
U.S. Securities and Exchange Commission
December 6, 2005
Page 3
RESPONSE:
The Partnership has revised this sentence to indicate that the subjective factors refer to
the Partnership’s view on appropriate compensation of the General Partner and, indirectly,
its Managing Member. As revised, this sentence now reads as follows:
“Based on this analysis and our view on appropriate compensation of our General
Partner and, indirectly, our Managing Member, we concluded that the proposal
outlined in this prospectus/proxy statement was reasonably aligned with the goals
established for our cash distribution policy.”
Schedule of Estimated Cash Available to Pay Distributions—Pages 97 and 98
4.
COMMENT:
The SEC Staff asked whether the calculation of “Excess of limited partners’ interest in
distributable cash over the minimum amount of available cash required per common unit”
included cash reserves established by the General Partner.
RESPONSE:
The Partnership expects to have a revolving credit facility to provide cash for working
capital purposes, including the establishment of cash reserves deemed appropriate by its
General Partner. Accordingly, a cash reserve has not been estimated nor included in the
Schedule of Estimated Cash Available to Pay Distributions. The following disclosure has been
added to the end of the paragraph preceding the table:
“We expect to have a revolving credit facility to provide cash for working capital
purposes, including establishment of cash reserves deemed appropriate by our General
Partner. Accordingly, a cash reserve has not been estimated nor included in the
following schedule.”
Use of the term “Pro Forma”
5.
COMMENT:
The SEC Staff asked that the Partnership remove the term “Pro Forma” from the Registration
Statement, especially in the narrative and tables on pages 96 and 97.
RESPONSE:
The Partnership has removed the phrase “pro forma” from the Registration Statement except
for its use in “Management’s Outlook” under the caption “Omission of Pro Forma Information.”
Upon the Staff’s review of the foregoing responses, the Partnership is prepared to file
Amendment No. 3 to the Registration Statement to incorporate the foregoing proposed changes and to
request acceleration of the effectiveness of the Registration Statement.
U.S. Securities and Exchange Commission
December 6, 2005
Page 4
Please do not hesitate to contact me at 214-659-4593 or J. David Washburn of this office at
214-659-4678 if we can be of any further assistance in reviewing the above responses.
Thank you.
Very truly yours,
/s/ Joseph A. Hoffman
Joseph A. Hoffman
Partner
cc:
Gerald W. Haddock, Esq.
Mr. James E. Farrell
J. David Washburn, Esq.