United States securities and exchange commission logo
October 4, 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
Registration
Statement on Form S-1
Filed September 22,
2023
File No. 333-274662
Dear Tom L. Ward:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our September 12,
2023 letter.
Registration Statement on Form S-1
Prospectus Summary
Expected Refinancing Transaction, page 11
1. You disclose here that
the BCE-Mach III credit facility, and potentially the BCE-Mach
credit facility
depending on the net proceeds of this offering, will remain outstanding after
this offering. However,
your disclosure under Use of Proceeds and elsewhere states that
you intend to use the
net proceeds of this offering to repay in full and terminate the BCE-
Mach credit facility.
Please advise or revise.
Tom L. Ward
FirstName LastNameTom L. Ward
Mach Natural Resources LP
Comapany
October NameMach Natural Resources LP
4, 2023
October
Page 2 4, 2023 Page 2
FirstName LastName
Summary of Reserve, Production and Operating Data
Summary of Reserves, page 25
2. Please expand your disclosure to include an explanation for the
significant decrease in
proved developed, undeveloped and total proved reserves, total proved
reserves
standardized measure and PV-10 during the period from December 31,
2022 to June 30,
2023.
Business and Properties
Preparation of Reserve Estimates, page 128
3. Please expand your discussion to clarify that the estimates of
probable undeveloped
reserves as of June 30, 2023 are part of a development plan and a
budget, supported by a
reasonable expectation of the financing required to fund the
development costs disclosed
in the Risk Factor on page 32 with respect to such reserves, that is
reviewed annually and
adopted by management. Refer to Rule 4-10(a)(26) of Regulation S-X and
Question
131.04 in our Compliance and Disclosure Interpretations regarding Oil
and Gas Rules.
Exhibits
4. We note your response to prior comment 1 and reissue the comment in
part as we are
unable to locate the disclosure revisions to Exhibit 99.4. Please
obtain and file a revised
reserves report, Exhibit 99.4, that clearly and consistently includes
the producing status
category relating to the probable reserves included in the report. For
example, revise the
column header Probable on page one and the column header
Probable Midstream on
page 3. Refer to the disclosure requirements in Items 1202(a)(2) and
(a)(8)(ix) of
Regulation S-K.
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