Correspondence 0001193125-23-014125 from TXO Partners, L.P. (TXO)
TXO Partners, L.P.
Date: Jan. 24, 2023 · CIK: 0001559432 · Accession: 0001193125-23-014125
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268424
Letter
MORNINGSTAR PARTNERS, L.P.
400 West 7th Street
Fort Worth, Texas 76102
January 24, 2023
Via Edgar
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
Attn: Irene Barberena-Meissner
Re: MorningStar Partners, L.P.
Registration Statement on Form S-1
File No. 333-268424
Ladies and Gentlemen:
On behalf of MorningStar Partners, L.P. (the “Partnership”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-268424) (as amended, the “Registration Statement”) be accelerated to 3:00 p.m., Washington, D.C. time, on January 26, 2023, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mollie Duckworth at (737) 910-7325.
The Partnership hereby acknowledges that:
•
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
•
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
•
the Partnership may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
MorningStar Partners, L.P.
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CORRESP 1 filename1.htm CORRESP MORNINGSTAR PARTNERS, L.P. 400 West 7th Street Fort Worth, Texas 76102 January 24, 2023 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Irene Barberena-Meissner Re: MorningStar Partners, L.P. Registration Statement on Form S-1 File No. 333-268424 Ladies and Gentlemen: On behalf of MorningStar Partners, L.P. (the “Partnership”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-268424) (as amended, the “Registration Statement”) be accelerated to 3:00 p.m., Washington, D.C. time, on January 26, 2023, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mollie Duckworth at (737) 910-7325. The Partnership hereby acknowledges that: • should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and • the Partnership may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, MorningStar Partners, L.P. By: MorningStar Oil & Gas, LLC its general partner By: /s/ Brent W. Clum Brent W. Clum President of Business Operations and Chief Financial Officer cc: Bob R. Simpson, Chief Executive Officer, MorningStar Oil & Gas, LLC. Michael Chambers, Latham & Watkins LLP Mollie Duckworth, Latham & Watkins LLP Joshua Davidson, Baker Botts L.L.P. Douglas V. Getten, Baker Botts L.L.P.