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Correspondence 0001213900-24-075500 from MACH NATURAL RESOURCES LP (MNR)

MACH NATURAL RESOURCES LP
Date: Sept. 4, 2024 · CIK: 0001980088 · Accession: 0001213900-24-075500

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File numbers found in text: 333-281919

Date
September 4, 2024
Author
Managing Director
Form
CORRESP
Company
MACH NATURAL RESOURCES LP

Letter

Re: Mach Natural Resources LP (the “Company”)

September 4, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Request for Acceleration of Effectiveness of Registration Statement on Form S-1

Registration No. 333-281919

Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed public offering of common units representing limited partner interests in the Company, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), requesting effectiveness for 9:00 a.m., Washington, D.C. time, on September 6, 2024, or as soon as practicable thereafter.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, please be advised that there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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.

Show Raw Text
CORRESP
1
filename1.htm

September 4, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

 Re: Mach Natural Resources LP (the “Company”)

Request for Acceleration of Effectiveness of Registration
Statement on Form S-1

Registration No. 333-281919

Ladies and Gentlemen:

As representatives of the
several underwriters of the Company’s proposed public offering of common units representing limited partner interests in the Company,
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”), requesting effectiveness for 9:00 a.m., Washington, D.C. time, on September 6, 2024, or as soon as practicable
thereafter.

Pursuant to Rule 460 of the
General Rules and Regulations under the Securities Act of 1933, as amended, please be advised that there will be distributed to each Underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

TRUIST SECURITIES, INC.

As representatives of the several underwriters

RAYMOND JAMES & ASSOCIATES, INC.

    By:
    /s/ William Hodge

    Name:
    William Hodge

    Title:
    Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

    By:
    /s/ Justin Bowman

    Name:
    Justin Bowman

    Title:
    Managing Director

TRUIST SECURITIES, INC.

    By:
    /s/ Michael Davis

    Name:
    Michael Davis

    Title:
    Managing Director