Attn: | H. Roger Schwall, Assistant Director Division of Corporation Finance |
Re: | Enduro Resource Partners LLC Enduro Royalty Trust Amendment No. 5 to Registration Statement on Form S-1 File No. 333-174225 Filed August 3, 2011 |
1. | We note your reference to the unaudited pro forma distributable income of the trust as unaudited pro forma available cash on page 9. It appears, however, that you are referring to the term distributable income rather than available cash. Please advise or revise. | ||
Response: The Registrants have revised page 9 to refer to distributable income rather than available cash. |
2. | We note your disclosures on pages 50 and 51 with respect to the sensitivity of projected cash distributions to oil and natural gas production and prices. With a view towards disclosure, please tell us the threshold prices at which the trust would be unable to make the monthly cash distribution. | ||
Response: The Trust would be unable to make any monthly cash distribution if oil and natural gas prices were below $34.00 per barrel and $2.00 per Mcf, respectively. The Registrants have revised page 51 to include this disclosure. | |||
3. | Given the recent price fluctuations in the commodity futures market, please advise what consideration you have given to update your disclosures of projected cash distributions. | ||
Response: In response to the recent price fluctuations in the commodity futures market, the Registrants have revised the pricing sensitivity table on page 51 to reflect oil prices ranging from $75.00 to $110.00 per barrel and natural gas prices ranging from $3.00 to $6.00 per Mcf. Additionally, the Registrants have updated the projected cash distributions using an assumed NYMEX price for oil of $92.50 per barrel. Over the twelve months, July 2010 to June 2011, the average NYMEX price per month for WTI crude oil has ranged from $75.55 to $110.04 per barrel and the average NYMEX price per month for natural gas has ranged from $3.29 to $4.77 per Mcf. |
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4. | We note that your legal opinion makes assumptions about parties other than the trust. Please obtain and file a new opinion that does not make assumptions relating to Enduro Resource Partners, LLC, which we note is a co-registrant. | ||
Response: In response to the Staffs comment, the Registrants have filed an additional Exhibit 5 opinion from Latham & Watkins LLP, counsel to Enduro Sponsor, covering, with respect to Enduro Sponsor, the points assumed in the opinion filed by Richards, Layton & Finger, P.A. as Exhibit 5.1. Specifically, the additional Exhibit 5 opinion from Latham & Watkins LLP states that, in such firms opinion, Enduro Sponsor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has the limited liability company power and authority to execute and deliver the trusts amended and restated trust agreement (the Trust Agreement), and that Enduro Sponsor has duly authorized the Trust Agreement. |
cc: | 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 |
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