SEC Company Response from Sabine Production Partners LP (CIK 0001330903) — Dec 9, 2005
Sabine Production Partners LP (CIK 0001330903)
Date: Dec. 9, 2005 · CIK: 0001330903 · Accession: 0000950134-05-022889
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 9, 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 clarify its reference to the word “goals” in the fourth full paragraph under “Monthly Distribution of Available Cash—General” to be clear that goals did not reference something different than the word “objectives” used in the second full paragraph of that section.
RESPONSE:
Per the SEC Staff suggestion, the Partnership has changed the word “goals” to “objectives” and, 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 above referenced objectives established for our cash distribution policy.”
Austin Dallas Houston London Los Angeles New York The Woodlands Washington, DC
U.S. Securities and Exchange Commission
December 9, 2005
Page 2
Schedule of Estimated Cash Available to Pay Distributions—Pages 97 and 98
2.
COMMENT:
The SEC Staff asked the Partnership to clarify its proposed use of the $.09 of “Excess of limited partners’ interest in distributable cash over the minimum amount of available cash required per common unit” in the table on page 98.
RESPONSE:
The Partnership has added the following disclosure to the end of the paragraph preceding the table:
“The use of distributable cash, including distributable cash in excess of the minimum distribution amount, if any, in the future will be determined by our General Partner based on our liquidity and other circumstances existing at the time and may, among other things, be distributed to unit holders, applied to reduce outstanding borrowings and/or retained as a cash reserve.”
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.
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
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CORRESP
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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 9, 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 9, 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 clarify its reference to the word “goals” in
the fourth full paragraph under “Monthly Distribution of Available Cash—General” to be
clear that goals did not reference something different than the word “objectives” used in
the second full paragraph of that section.
RESPONSE:
Per the SEC Staff suggestion, the Partnership has changed the word “goals” to “objectives”
and, 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 above referenced
objectives established for our cash distribution policy.”
Austin Dallas Houston London Los Angeles New York The Woodlands Washington, DC
U.S. Securities and Exchange Commission
December 9, 2005
Page 2
Schedule of Estimated Cash Available to Pay Distributions—Pages 97 and 98
2.
COMMENT:
The SEC Staff asked the Partnership to clarify its proposed use of the $.09 of “Excess of
limited partners’ interest in distributable cash over the minimum amount of available cash
required per common unit” in the table on page 98.
RESPONSE:
The Partnership has added the following disclosure to the end of the paragraph preceding the
table:
“The use of distributable cash, including distributable cash in excess of the
minimum distribution amount, if any, in the future will be determined by our General
Partner based on our liquidity and other circumstances existing at the time and may,
among other things, be distributed to unit holders, applied to reduce outstanding
borrowings and/or retained as a cash reserve.”
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.
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.