Mail Stop 3561
April 7, 2006
Douglas L. Lawing
Vice President, General Counsel
and Secretary
Copano Energy, L.L.C.
2727 Allen Parkway, Suite 1200
Houston, TX 77019
Re: Copano Energy, L.L.C.
Registration Statement on Form S-3
Filed March 16, 2006
File No. 333-132489
Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 16, 2006
File No. 1-32329
Dear Mr. Lawing:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-3
Where you can find more information, page 34
1. We note that you have incorporated by reference your Form 10-K
for
the fiscal year ended December 31, 2005, which will incorporate
information from the proxy statement to be filed for your 2006
annual
meeting. Before the Form S-3 becomes effective, please either
file
the definitive proxy statement for your 2006 meeting or include
the
officer and director information in an amended Form 10-K. See
Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations, Staff Interpretation No. H. 6. (July
1997).
Exhibit 5.1
2. We note that on page 2 you state that the common units have
been
"validly issued, fully paid and are non-assessable, except as
described in the Prospectus." This qualification appears to be
inappropriate. Please revise to omit the qualification or advise
us.
3. Please have counsel confirm to us in writing that it concurs
with
our understanding that the reference and limitation to the
"Delaware
Act" includes the statutory provisions and also all applicable
provisions of the Delaware Constitution and reported judicial
decisions interpreting these laws.
Form 10-K for the Fiscal Year Ended December 31, 2005
Cover Page
4. We note that you have checked the box for "large accelerated
filer;" however, you also state that as of June 30, 2005, the
aggregate market value of your voting and non-voting common equity
held by non-affiliates was only $221.7 million. Please refer to
the
definition of "large accelerated filer" in Rule 12b-2 of the
Exchange
Act Rules. In future filings, please revise to check the
appropriate
box.
Controls and Procedures, page 85
5. We note your disclosure that your "Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that the
information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed,
summarized
and reported timely." As you have included a portion of the
definition of disclosure controls and procedures in your
disclosure,
you must include the entire definition. In future filings, please
revise to clarify, if true, that your officers concluded that your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure. See Exchange Act Rule 13a-15(e).
Exhibits 31.1 and 31.2
6. Please note that the certifications required by Rule 13a-14(a)
must appear exactly as set forth in Item 601(b)(31)(i) of
Regulation
S-K. In future filings, please revise to omit "annual" from
paragraphs 2 and 3.
***
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Scott Anderegg, Staff Attorney, at (202)
551-
3342 or Peggy Kim, Senior Staff Attorney, at (202) 551-3411, or me
at
(202) 551-3720 with any questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: David P. Oelman, Esq.
Vinson & Elkins
VIA FAX (713) 615-5861
Douglas L. Lawing
Copano Energy, L.L.C.
April 7, 2006
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