Correspondence 0001193125-23-014130 from TXO Partners, L.P. (TXO)
TXO Partners, L.P.
Date: Jan. 24, 2023 · CIK: 0001559432 · Accession: 0001193125-23-014130
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File numbers found in text: 333-268424
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CORRESP 1 filename1.htm CORRESP January 24, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attention: Irene Barberena-Meissner Re: MorningStar Partners, L.P. (the “Partnership”) Registration Statement on Form S-1 File No. 333-268424 Ladies and Gentlemen: As representatives of the several underwriters of the Partnership’s proposed initial public offering of common units representing limited partner interests in the Partnership, we hereby join the Partnership’s request for acceleration of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), requesting effectiveness for 3:00 p.m., Washington, D.C. time, on January 26, 2023, or as soon as practicable thereafter. Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Partnership’s Preliminary Prospectus dated January 18, 2023, through the date hereof: Preliminary Prospectus dated January 18, 2023: Approximately 2,200 copies to prospective underwriters, institutional investors, dealers and others. The undersigned has, and each participating underwriter has advised the undersigned that it has, complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [Signature Page Follows] Very truly yours, RAYMOND JAMES & ASSOCIATES, INC. STIFEL, NICOLAUS & COMPANY, INCORPORATED As representatives of the several underwriters RAYMOND JAMES & ASSOCIATES, INC. By: /s/ Kent Nelson Name: Kent Nelson Title: Senior Managing Director STIFEL, NICOLAUS & COMPANY, INCORPORATED By: /s/ Christian Gibson Name: Christian Gibson Title: Managing Director