United States securities and exchange commission logo
September 12, 2023
Tom L. Ward
Chief Executive Officer
Mach Natural Resources LP
14201 Wireless Way, Suite 300
Oklahoma City, Oklahoma 73134
Re: Mach Natural
Resources LP
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted August
30, 2023
CIK No. 0001980088
Dear Tom L. Ward:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Summary of Reserve, Production and Operating Data
Summary of Reserves, page 24
1. Please expand the
tabular presentation of reserves by individual product type, as of June
30, 2023, to
additionally identify the net quantities of probable reserves as developed
and/or undeveloped.
This comment also applies to the tabular presentation of reserves on
page 126 and in Exhibit
99.4. Refer to the disclosure requirements in Item 1202(a)(2) of
Regulation S-K.
Tom L. Ward
FirstName LastNameTom L. Ward
Mach Natural Resources LP
Comapany 12,
September NameMach
2023 Natural Resources LP
September
Page 2 12, 2023 Page 2
FirstName LastName
Risk Factors
Risks Related to Our Business
The development of our estimated PUDs..., page 31
2. Please expand the risk factor to additionally discuss the development
of your probable
undeveloped reserves, including the dollar amount and the sources of
the estimated future
development capital required to convert the probable undeveloped
reserves as of June 30,
2023. Refer to the requirements in Rule 4-10(a)(26) of Regulation S-X.
Executive Compensation and Other Information
Equity Incentives, page 154
3. Please expand your disclosure to include the information included in
your response to
prior comment 11.
Certain Relationships and Related Party Transactions, page 160
4. We note your response to prior comment 12 and reissue the comment in
part. Please
revise to provide all of the disclosure required by Item 404 of
Regulation S-K. For
example, please revise to clarify the related party relationship.
Financial Statements
Mach Natural Resources LP
Pro Forma Condensed Consolidated Financial Statements, page F-2
5. Please expand your disclosure to explain how you determined BCE-Mach
III LLC was the
Predecessor, similar to the explanation provided in your response to
prior comment 14.
BCE-Mach III LLC
Historical Financial Statements, page F-11
6. Please confirm your understanding that there will be no lapse in
audited periods for the
Predecessor, such that any Predecessor interim financial statement
period prior to the
Reorganization Transactions will be audited when audited financial
statements for the
period after the Reorganization Transactions are presented in a
filing.
Tom L. Ward
FirstName LastNameTom L. Ward
Mach Natural Resources LP
Comapany 12,
September NameMach
2023 Natural Resources LP
September
Page 3 12, 2023 Page 3
FirstName LastName
You may contact Lily Dang, Staff Accountant, at 202-551-3867 or Robert
Babula, Staff
Accountant, at 202-551-3339 if you have questions regarding comments on the
financial
statements and related matters. For engineering related questions, contact
Sandra Wall,
Petroleum Engineer, at 202-551-4727 or John Hodgin, Petroleum Engineer, at
202-551-3699.
Please contact Michael Purcell, Staff Attorney, at 202-551-5351 or Karina
Dorin, Staff Attorney,
at 202-551-3763 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Michael Rigdon