corresp
July 27, 2011
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549-7010
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Attn: |
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H. Roger Schwall, Assistant Director
Division of Corporation Finance |
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Re: |
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Enduro Resource Partners LLC
Enduro Royalty Trust
Registration Statement on Form S-1 (File No. 333-174225)
Filed May 16, 2011, as amended on July 1, 2011 and June 25, 2011 |
Ladies and Gentlemen:
In regard to the above-referenced Registration Statement (the Registration Statement) of
Enduro Resource Partners LLC, a Delaware limited liability company (Enduro Sponsor), and Enduro
Royalty Trust (the Trust and, together with Enduro Sponsor, the Registrants), relating to the
Trusts proposed initial public offering of trust units (the Offering), the Registrants submit
this letter at the request of the staff of the Division of Corporation Finance (the Staff) of the
Securities and Exchange Commission. The Registrants have revised the Registration Statement to
include the price range of the Offering and the use of proceeds by Enduro Sponsor and to update
certain other pages affected by the inclusion of this information. The revised pages of the
Registration Statement are included in the attached file.
Please direct any questions or comments regarding the foregoing or with respect to the
Registration Statement to Sean T. Wheeler at (713) 546-7418.
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Very truly yours,
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/s/ Sean T. Wheeler
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Sean T. Wheeler |
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of LATHAM & WATKINS LLP |
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cc: |
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Jon S. Brumley, President and Chief Executive Officer
John W. Arms, Executive Vice President and
Chief Operating Officer
Kimberly A. Weimer, Vice President and
Chief Financial Officer
Thomas Adkins, Bracewell & Giuliani LLP
Joshua Davidson, Baker Botts L.L.P.
Gerald M. Spedale, Baker Botts L.L.P.
Craig Stone, Ernst & Young, LLP |