SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

SEC Company Response from SANDRIDGE ENERGY INC (SD) (CIK 0001349436) (SD) — Feb 9, 2011

SANDRIDGE ENERGY INC (SD) (CIK 0001349436)
Date: Feb. 9, 2011 · CIK: 0001349436 · Accession: 0001193125-11-029113

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 001-33784, 333-171551

Referenced dates: February 1, 2011

Date
February 9, 2011
Author
Assistant Director
Form
CORRESP
Company
SANDRIDGE ENERGY INC (SD) (CIK 0001349436)

Letter

Response Letter

[Letterhead of SandRidge Energy, Inc.]

Via EDGAR and Hand Delivery

February 9, 2011

Pamela Long

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Re: SandRidge Mississippian Trust I

Registration Statement on Form S-1

Filed January 5, 2011

File No. 333-171551

SandRidge Energy, Inc.

Registration Statement on Form S-3

Filed January 5, 2011

File No. 333-171551-01

SandRidge Energy, Inc.

Annual Report on Form 10-K

Filed March 1, 2010

File No. 001-33784

Definitive Proxy Statement on Schedule 14A

Filed April 26, 2010

File No. 001-33784

Ladies and Gentlemen:

Set forth below are the responses of SandRidge Mississippian Trust I, a Delaware statutory trust (the “trust”), and SandRidge Energy, Inc., a Delaware corporation (“SandRidge” or the “Company,” and, together with the trust, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 1, 2011, with respect to the Registration Statement on Form S-1 and Form S-3 (File No. 333-171551) initially filed with the Commission on January 5, 2011 (the “Registration Statement”), including the Company’s Annual Report on Form 10-K, filed March 1, 2010 (the “2009 Form 10-K”), and Definitive Proxy Statement, filed April 26, 2010, both of which are incorporated by reference in the Registration Statement.

Concurrently with the submission of this letter, we are filing through EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”). For your convenience, we will hand deliver three complete copies of Amendment No. 1, as well as three copies of Amendment No. 1 that are marked to show all changes made since the initial filing of the Registration Statement.

Page 1

As discussed with the Staff, we will address the Staff’s comments pertaining to the 2009 Form 10-K through revised disclosure in our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”), which we currently plan to file with the Commission on or about February 28, 2011, and which will be incorporated by reference into the Registration Statement before the commencement of the public offering of the trust’s common units pursuant to the Registration Statement. For your convenience, we have included herein the proposed disclosure we will include in the 2010 Form 10-K in response to the Staff’s comments on the 2009 Form 10-K.

Also, with respect to comments 38, 39, 44, 46, 47, 49, 55, 58, 59, 60, 62, 65, 67, 74, 75, 76, 77, and 78, we are simultaneously sending the Staff a supplemental response, submitted with a request for confidential treatment pursuant to Rule 83, containing information and material responsive to these comments.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless otherwise specified, all references to page numbers and captions correspond to the prospectus included as part of Amendment No. 1.

Registration Statements on Form S-l and Form S-3

General

1. Please be advised that we will process this filing and any amendments without a price range. Since the price range triggers a number of disclosure matters, we will need sufficient time to process the amendment when it is included. Please understand that its effect on disclosure throughout the document may cause us to raise issues on areas upon which we have not previously commented.

Response:

We acknowledge the Staff’s comment and understand that the Staff will need sufficient time to process future amendments to the Registration Statement that contain a price range.

2. As indicated in the comment above, we note that you have omitted certain pricing-related information as well as other information from this filing. If you intend to rely on Rule 430A of Regulation C, please note that Rule 430A does not allow for the omission prior to effectiveness of amounts that may be computed based on the maximum number of shares offered and the mid-point of the offering price range, or the number of shares to be offered on the cover page. In addition, please confirm that you will not circulate copies of the registration statement or the preliminary prospectus until you include an estimated price range, dollar amounts dependent upon the offering price that are based on the midpoint of the offering price range, and all other information except information you may exclude in reliance upon Rule 430A.

Response:

We acknowledge the Staff’s comment and confirm that we will not circulate copies of the Registration Statement or the preliminary prospectus until we have included an estimated price range, dollar amounts dependent upon the offering price that are based on the midpoint of the offering price range and all other information except information we may exclude in reliance upon Rule 430A.

Page 2

3. Prior to the effectiveness of your registration statement, please inform us as to whether or not the amount of compensation allowable or payable to the underwriters has received clearance by FINRA.

Response:

We acknowledge the Staff’s comment and undertake to inform the Staff, prior to the effectiveness of the Registration Statement, whether or not the amount of compensation allowable or payable to the underwriters has received clearance by FINRA.

4. Many of our comments apply to disclosure that appears in more than one place. To eliminate the need for us to issue repetitive comments, please make corresponding changes to all affected disclosure throughout your prospectus.

Response:

We acknowledge the Staff’s comment and have revised the disclosure in the Registration Statement in all places to which a comment relates. We have provided page references to all responsive disclosure.

5. Please file all omitted exhibits, including the opinions of counsel regarding trust and tax matters. Please note that you will need to allow time for our review once you file the exhibits.

Response:

We acknowledge the Staff’s comment and intend to file all remaining exhibits in time to allow the Staff to review these exhibits so that we may respond to any additional comments the Staff may have as a result of its review of the exhibits.

6. Please advise us regarding the status of your application to list the common units on The New York Stock Exchange. If the information you provide may change prior to effectiveness of the Form S-1, include brackets to indicate this.

Response:

We have been in communication with The New York Stock Exchange (“NYSE”) and our NYSE eligibility review is currently scheduled for February 10, 2011. After our eligibility review is complete, we expect to file an Original Listing Application.

Cover Page of Prospectus

7. Please revise to clearly disclose whether and to what extent the amount of any distributions will be reduced by a unitholder’s share of allocable income tax liability.

Response:

We acknowledge the Staff’s comment and note that, as a statutory trust, the trust will not incur any income tax liability. As a result, cash distributions to unitholders will not be affected by any income tax liabilities of the trust. We respectfully submit that, if we revised the disclosure on the cover page of the prospectus to refer to the trust’s income tax liability, such disclosure would potentially cause confusion to investors, as there is no such liability.

Page 3

8. We note the disclosure under “Over-allotment option” on page 14. Please revise the cover page to clearly disclose the impact of the over-allotment option on SandRidge’s interest in the trust. In this regard, we note the disclosure under “Ownership of Trust Units by SandRidge” indicates that SandRidge’s interest will decrease if the over-allotment is exercised in full, but it does not indicate that SandRidge’s interest will increase if the over-allotment is not exercised.

Response:

We acknowledge the Staff’s comment and have added disclosure to the cover page of the prospectus and elsewhere that clearly indicates the impact of the over-allotment option on SandRidge’s interest in the trust. See cover page and pages 2 and 14.

9. Please revise the second to last paragraph to clarify that the proceeds from the over-allotment option also will be paid to SandRidge.

Response:

We acknowledge the Staff’s comment and have added disclosure to the cover page of the prospectus to clarify that the proceeds from the over-allotment option will also be paid to SandRidge.

Important Notice about Information in this Prospectus, page i

10. We note the statements in the last two sentences of the second paragraph. These statements do not appear to be consistent with your disclosure obligations. Please revise to clarify that the prospectus will be updated to the extent required by law and acknowledge that you are responsible for updating the prospectus to contain all material information. Please also comply with this comment with respect to the statement in the last sentence of the second paragraph under “Cautionary Statement Regarding Forward-Looking Statements” on page 39.

Response:

We acknowledge the Staff’s comment and confirm to the Staff our recognition of the need to update the prospectus to the extent required by law. We respectfully submit, however, that the statements in the last two sentences of the second paragraph on page i and the last sentence of the second paragraph under “Cautionary Statement Regarding Forward-Looking Statements” on page 40 of the prospectus fairly advise investors that statements in the prospectus are made as of the date of the prospectus. Further, we believe such statements are customary in offering materials such as the prospectus, and we do not believe such statements are inconsistent with our obligations to update the prospectus when and to the extent required by law.

Summary, page 1

SandRidge Mississippian Trust I, page 1

11. We note the disclosure in the second and third paragraphs and in the second to last paragraph on page two. Please revise to disclose the net revenue interest of the public unitholders and SandRidge, taking into account SandRidge’s ownership interest in the trust.

Response:

We acknowledge the Staff’s comment and have disclosed the effective net revenue interest of SandRidge and of the public unitholders, taking account of SandRidge’s retained interests in the Underlying Properties and its assumed ownership of 51% of the outstanding trust units. See pages 2 and 14.

Page 4

12. We note your disclosure in the second full paragraph on page two. Please revise to clarify whether the derivatives agreement will cover hedges with respect to the oil and gas production from both the PDP and PUD wells.

Response:

We acknowledge the Staff’s comment and have updated the disclosure to clarify that the derivatives agreement will cover hedges with respect to the oil and gas production from both the Producing Wells and the PUD Wells. See pages 2, 9, 46, F-11 and F-16.

13. We note the disclosure in the second full paragraph on page two regarding the hedging arrangements. Please revise to clarify whether and to what extent the trust will be liable for the costs of these arrangements. Please also revise to clarify that the trust may be liable under the terms of the hedging arrangements for amounts owed to the counterparties.

Response:

We acknowledge the Staff’s comment and have revised the disclosure to clarify that the trust will not be liable for the costs of the hedging arrangements put into place by SandRidge. We have also amended the disclosure to clarify that the trust may be liable under the terms of the hedging arrangements for amounts owed to the counterparties. See page 2.

14. We note the statement in the last paragraph of this subsection that SandRidge will have no ability to manage or influence the management of the trust. Please reconcile with the disclosures regarding voting rights on pages 15 and 83, which appear to indicate that SandRidge retains certain voting rights as a holder of trust units.

Response:

We acknowledge the Staff’s comment and have updated the disclosure to clarify that SandRidge will retain certain voting rights as a holder of trust units. See pages 3, 43 and 81.

The Development Wells, page 3

15. Please revise this section to disclose that SandRidge may sell all or a portion of the Underlying Properties after satisfying its drilling obligations to the trust. Alternatively, you may provide this disclosure in a bullet point in the Key Risk Factors section of your summary.

Response:

We acknowledge the Staff’s comment and have revised the disclosure to state that SandRidge may sell all or a portion of the Underlying Properties after satisfying its drilling obligation. See page 4.

Mississippian Formation, page 4

16. In the first paragraph, please revise to briefly explain the “reservoir risk” associated with horizontal drilling.

Response:

We acknowledge the Staff’s comment and have revised the disclosure in this section to remove the sentence that referred to “reservoir risk.” We note for the Staff’s information that, in the context of

Page 5

the discussion of the Mississippian formation appearing on page 4, the term “reservoir risk” referred principally to the risk that some or all of a drilled horizontal well might miss the target area of the reservoir, as well as, more generally, reserve recovery and production decline risk. While we have removed the sentence referring to reservoir risk in the discussion of the Mississippian formation on page 4, we note that this same issue is discussed, in greater detail, in the “Key Investment Considerations” section of the Summary, under the bullet “Well control and vertical drilling and production history significantly reduce drilling, reserve recovery and production decline risk” on page 11. In addition, we note that the risks associated with horizontal drilling, and drilling generally, are discussed in detail in the risk factor captioned “Actual reserves and future production may be less than current estimates, which could reduce cash distributions by the trust and the value of the trust units” on pages 20-21. In this risk factor, we have added a sentence stating explicitly that there is a risk that some or all of the horizontal well could miss the target reservoir. See page 21.

Target Distributions and Subordination and Incentive Thresholds, page 4

17. We note the disclosure in the first and second full paragraphs on page five. Please revise to provide examples illustrating the impact of the subordination threshold and the incentive threshold.

Response:

We acknowledge the Staff’s comment and have added a hypothetical example to illustrate the impact of the subordination threshold and the incentive threshold. We have also added a cross-reference to the section entitled “Target Distributions and Subordination and Incentive Thresholds,” where tabular examples of such examples are provided. See page 5.

18. Please revise the third full paragraph on page five to indicate that the pro rata cash distributions on the common units will decrease as a result of the conversion of the subordinated units following the subordination period.

Response:

We acknowledge the Staff’s comment and note that the pro rata cash distributions on the common units will not be impacted by the conversion of the subordinated units into common units following the end of the subordination period because the subordination threshold will cease to exist following the subordination period. However, to help clarify the effect of the expiration of the subordination period on distributions to trust unitholders, we have modified the disclosure at issue. See page 6.

19. We note the statement in the last paragraph on page five that the “a

Show Raw Text
CORRESP
1
filename1.htm

Response Letter

 [Letterhead of SandRidge Energy, Inc.]

Via EDGAR and Hand Delivery

February 9, 2011

 Pamela Long

Assistant Director

 Division of Corporation
Finance

 United States Securities and Exchange Commission

 Washington, D.C. 20549

Re:
SandRidge Mississippian Trust I

Registration Statement on Form S-1

 Filed January 5, 2011

 File No. 333-171551

SandRidge Energy, Inc.

 Registration Statement on Form S-3

 Filed January 5, 2011

File No. 333-171551-01

 SandRidge Energy, Inc.

 Annual Report on Form 10-K

Filed March 1, 2010

 File No. 001-33784

 Definitive Proxy Statement on Schedule 14A

Filed April 26, 2010

 File No. 001-33784

 Ladies and Gentlemen:

Set forth below are the responses of SandRidge Mississippian Trust I, a Delaware statutory trust (the “trust”), and SandRidge
Energy, Inc., a Delaware corporation (“SandRidge” or the “Company,” and, together with the trust, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 1, 2011, with respect to the Registration Statement on Form S-1 and Form S-3 (File No. 333-171551) initially filed with the
Commission on January 5, 2011 (the “Registration Statement”), including the Company’s Annual Report on Form 10-K, filed March 1, 2010 (the “2009 Form 10-K”), and Definitive Proxy Statement, filed April 26,
2010, both of which are incorporated by reference in the Registration Statement.

 Concurrently with the submission of this
letter, we are filing through EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”). For your convenience, we will hand deliver three complete copies of Amendment No. 1, as well as three copies of Amendment
No. 1 that are marked to show all changes made since the initial filing of the Registration Statement.

 Page 1

 As discussed with the Staff, we will address the Staff’s comments pertaining to the
2009 Form 10-K through revised disclosure in our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”), which we currently plan to file with the Commission on or about February 28,
2011, and which will be incorporated by reference into the Registration Statement before the commencement of the public offering of the trust’s common units pursuant to the Registration Statement. For your convenience, we have included herein
the proposed disclosure we will include in the 2010 Form 10-K in response to the Staff’s comments on the 2009 Form 10-K.

 Also, with respect to comments 38, 39, 44, 46, 47, 49, 55, 58, 59, 60, 62, 65, 67, 74, 75, 76, 77, and 78, we are simultaneously sending the Staff a supplemental response, submitted with a request for
confidential treatment pursuant to Rule 83, containing information and material responsive to these comments.

 For your
convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless otherwise specified, all references to page numbers and captions correspond to the prospectus included as part of
Amendment No. 1.

 Registration Statements on Form S-l and Form S-3

General

 1. Please be
advised that we will process this filing and any amendments without a price range. Since the price range triggers a number of disclosure matters, we will need sufficient time to process the amendment when it is included. Please understand that its
effect on disclosure throughout the document may cause us to raise issues on areas upon which we have not previously commented.

 Response:

 We acknowledge the Staff’s comment and understand that the
Staff will need sufficient time to process future amendments to the Registration Statement that contain a price range.

 2. As indicated
in the comment above, we note that you have omitted certain pricing-related information as well as other information from this filing. If you intend to rely on Rule 430A of Regulation C, please note that Rule 430A does not allow for the omission
prior to effectiveness of amounts that may be computed based on the maximum number of shares offered and the mid-point of the offering price range, or the number of shares to be offered on the cover page. In addition, please confirm that you will
not circulate copies of the registration statement or the preliminary prospectus until you include an estimated price range, dollar amounts dependent upon the offering price that are based on the midpoint of the offering price range, and all other
information except information you may exclude in reliance upon Rule 430A.

 Response:

We acknowledge the Staff’s comment and confirm that we will not circulate copies of the Registration Statement or the preliminary
prospectus until we have included an estimated price range, dollar amounts dependent upon the offering price that are based on the midpoint of the offering price range and all other information except information we may exclude in reliance upon Rule
430A.

 Page 2

 3. Prior to the effectiveness of your registration statement, please inform us as to whether or not
the amount of compensation allowable or payable to the underwriters has received clearance by FINRA.

 Response:

 We acknowledge the Staff’s comment and undertake to inform the Staff, prior to the effectiveness of the Registration
Statement, whether or not the amount of compensation allowable or payable to the underwriters has received clearance by FINRA.

 4. Many
of our comments apply to disclosure that appears in more than one place. To eliminate the need for us to issue repetitive comments, please make corresponding changes to all affected disclosure throughout your prospectus.

Response:

We acknowledge the Staff’s comment and have revised the disclosure in the Registration Statement in all places to which a comment
relates. We have provided page references to all responsive disclosure.

 5. Please file all omitted exhibits, including the opinions of
counsel regarding trust and tax matters. Please note that you will need to allow time for our review once you file the exhibits.

 Response:

 We acknowledge the Staff’s comment and intend to file all
remaining exhibits in time to allow the Staff to review these exhibits so that we may respond to any additional comments the Staff may have as a result of its review of the exhibits.

 6. Please advise us regarding the status of your application to list the common units on The New York Stock Exchange. If the information you provide may change prior to effectiveness of the Form
S-1, include brackets to indicate this.

 Response:

We have been in communication with The New York Stock Exchange (“NYSE”) and our NYSE eligibility review is currently scheduled
for February 10, 2011. After our eligibility review is complete, we expect to file an Original Listing Application.

 Cover Page
of Prospectus

 7. Please revise to clearly disclose whether and to what extent the amount of any distributions will be
reduced by a unitholder’s share of allocable income tax liability.

 Response:

We acknowledge the Staff’s comment and note that, as a statutory trust, the trust will not incur any income tax liability. As a
result, cash distributions to unitholders will not be affected by any income tax liabilities of the trust. We respectfully submit that, if we revised the disclosure on the cover page of the prospectus to refer to the trust’s income tax
liability, such disclosure would potentially cause confusion to investors, as there is no such liability.

 Page 3

 8. We note the disclosure under “Over-allotment option” on page 14. Please revise the cover
page to clearly disclose the impact of the over-allotment option on SandRidge’s interest in the trust. In this regard, we note the disclosure under “Ownership of Trust Units by SandRidge” indicates that SandRidge’s interest will
decrease if the over-allotment is exercised in full, but it does not indicate that SandRidge’s interest will increase if the over-allotment is not exercised.

 Response:

 We acknowledge the Staff’s comment and have added
disclosure to the cover page of the prospectus and elsewhere that clearly indicates the impact of the over-allotment option on SandRidge’s interest in the trust. See cover page and pages 2 and 14.

9. Please revise the second to last paragraph to clarify that the proceeds from the over-allotment option also will be paid to SandRidge.

 Response:

 We acknowledge the Staff’s comment and have added disclosure to the cover page of the prospectus to clarify that the proceeds from the over-allotment option will also be paid to SandRidge.

 Important Notice about Information in this Prospectus, page i

 10. We note the statements in the last two sentences of the second paragraph. These statements do not appear to be consistent with your disclosure obligations. Please revise to clarify that the
prospectus will be updated to the extent required by law and acknowledge that you are responsible for updating the prospectus to contain all material information. Please also comply with this comment with respect to the statement in the last
sentence of the second paragraph under “Cautionary Statement Regarding Forward-Looking Statements” on page 39.

Response:

We acknowledge the Staff’s comment and confirm to the Staff our recognition of the need to update the prospectus to the extent
required by law. We respectfully submit, however, that the statements in the last two sentences of the second paragraph on page i and the last sentence of the second paragraph under “Cautionary Statement Regarding Forward-Looking
Statements” on page 40 of the prospectus fairly advise investors that statements in the prospectus are made as of the date of the prospectus. Further, we believe such statements are customary in offering materials such as the prospectus, and we
do not believe such statements are inconsistent with our obligations to update the prospectus when and to the extent required by law.

Summary, page 1

SandRidge Mississippian Trust I, page 1

 11. We note the disclosure in the second and third paragraphs and in the second to last paragraph on page two. Please revise to disclose the net revenue interest of the public unitholders and
SandRidge, taking into account SandRidge’s ownership interest in the trust.

 Response:

We acknowledge the Staff’s comment and have disclosed the effective net revenue interest of SandRidge and of the public unitholders,
taking account of SandRidge’s retained interests in the Underlying Properties and its assumed ownership of 51% of the outstanding trust units. See pages 2 and 14.

 Page 4

 12. We note your disclosure in the second full paragraph on page two. Please revise to clarify whether
the derivatives agreement will cover hedges with respect to the oil and gas production from both the PDP and PUD wells.

Response:

We acknowledge the Staff’s comment and have updated the disclosure to clarify that the derivatives agreement will cover hedges with
respect to the oil and gas production from both the Producing Wells and the PUD Wells. See pages 2, 9, 46, F-11 and F-16.

 13. We note
the disclosure in the second full paragraph on page two regarding the hedging arrangements. Please revise to clarify whether and to what extent the trust will be liable for the costs of these arrangements. Please also revise to clarify that the
trust may be liable under the terms of the hedging arrangements for amounts owed to the counterparties.

Response:

We acknowledge the Staff’s comment and have revised the disclosure to clarify that the trust will not be liable for the costs of the
hedging arrangements put into place by SandRidge. We have also amended the disclosure to clarify that the trust may be liable under the terms of the hedging arrangements for amounts owed to the counterparties. See page 2.

14. We note the statement in the last paragraph of this subsection that SandRidge will have no ability to manage or influence the management of the
trust. Please reconcile with the disclosures regarding voting rights on pages 15 and 83, which appear to indicate that SandRidge retains certain voting rights as a holder of trust units.

Response:

We acknowledge the Staff’s comment and have updated the disclosure to clarify that SandRidge will retain certain voting rights as a
holder of trust units. See pages 3, 43 and 81.

 The Development Wells, page 3

15. Please revise this section to disclose that SandRidge may sell all or a portion of the Underlying Properties after satisfying its drilling
obligations to the trust. Alternatively, you may provide this disclosure in a bullet point in the Key Risk Factors section of your summary.

 Response:

 We acknowledge the Staff’s comment and have revised the
disclosure to state that SandRidge may sell all or a portion of the Underlying Properties after satisfying its drilling obligation. See page 4.

Mississippian Formation, page 4

 16. In the first paragraph, please revise to briefly explain the “reservoir risk” associated with horizontal drilling.

Response:

We acknowledge the Staff’s comment and have revised the disclosure in this section to remove the sentence that referred to
“reservoir risk.” We note for the Staff’s information that, in the context of

 Page 5

the discussion of the Mississippian formation appearing on page 4, the term “reservoir risk” referred principally to the risk that some or all of a drilled horizontal well might miss
the target area of the reservoir, as well as, more generally, reserve recovery and production decline risk. While we have removed the sentence referring to reservoir risk in the discussion of the Mississippian formation on page 4, we note that this
same issue is discussed, in greater detail, in the “Key Investment Considerations” section of the Summary, under the bullet “Well control and vertical drilling and production history significantly reduce drilling, reserve recovery
and production decline risk” on page 11. In addition, we note that the risks associated with horizontal drilling, and drilling generally, are discussed in detail in the risk factor captioned “Actual reserves and future production
may be less than current estimates, which could reduce cash distributions by the trust and the value of the trust units” on pages 20-21. In this risk factor, we have added a sentence stating explicitly that there is a risk that some or all
of the horizontal well could miss the target reservoir. See page 21.

 Target Distributions and Subordination and Incentive
Thresholds, page 4

 17. We note the disclosure in the first and second full paragraphs on page five. Please revise to provide
examples illustrating the impact of the subordination threshold and the incentive threshold.

 Response:

 We acknowledge the Staff’s comment and have added a hypothetical example to illustrate the impact of the subordination
threshold and the incentive threshold. We have also added a cross-reference to the section entitled “Target Distributions and Subordination and Incentive Thresholds,” where tabular examples of such examples are provided. See page 5.

 18. Please revise the third full paragraph on page five to indicate that the pro rata cash distributions on the common units will
decrease as a result of the conversion of the subordinated units following the subordination period.

 Response:

 We acknowledge the Staff’s comment and note that the pro rata cash distributions on the common units will not be impacted
by the conversion of the subordinated units into common units following the end of the subordination period because the subordination threshold will cease to exist following the subordination period. However, to help clarify the effect of the
expiration of the subordination period on distributions to trust unitholders, we have modified the disclosure at issue. See page 6.

 19.
We note the statement in the last paragraph on page five that the “a