June 11 , 2006
via U.S. Mail
Steven H. Pruett
President and Chief Financial Officer
Legacy Reserves GP, LLC
303 Wall Street, Suite 1600
Midland, Texas 79701
Re: Legacy Reserves LP
Registration Statements on
Form S-1
File No. 333-134064
File No. 333-134056
Filed May 12, 2006
Dear Mr. Pruett:
We have reviewed your filings and have the following
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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-1
File No. 333-134064
General
1. Where comments on a section also relate to disclosure in
another
section, please make parallel changes to all affected disclosure.
Similarly, please make all applicable parallel changes to the File
No. 333-134056. This will eliminate the need for us to repeat
similar
comments.
2. Provide updated and current disclosure throughout the
prospectus.
For example, if necessary, update the amount of borrowing capacity
under your revolving credit facility as of the most reasonable
practicable date.
3. Please be advised that we will need time to review all omitted
exhibits, including the legal and tax opinions of counsel. We may
have further comments.
4. Please revise where necessary, the disclosure in the prospectus
such that it is in compliance with the guidance set forth in
Release
33-6900. We may have further comments.
5. Please update your financial statements. Refer to Rule 3-12 of
Regulation S-X.
6. Please update your consents as appropriate.
Cover page
7. Please remove the reference to the closing of the private
equity
offering on March 15, 2006 in which your units were sold at a
price
of $17.00.
8. Further supplement the list of risks appearing on the cover
page
such that you reference how reimbursement of the expenses to the
general partner or the general partner`s establishment of reserves
in
its discretion may impact the amount of cash available for
distribution to unitholders.
Summary, page 1
9. Rather than include material information regarding the founding
investors and series of transactions involved in your formation in
the italicized portion of the disclosure, revise to include a
separate section in the main text of the disclosure that
summarizes
the various entities and transactions that contributed to your
formation.
10. Supplement your disclosure to explain the difference between
growth through exploitation versus exploration.
11. In the last paragraph on page 1, you indicate that you have
added
approximately 8.8 MMBoe of proves reserves through "extensions and
discoveries, revisions of prior estimates and improved recovery."
Further specify the percentage or amount each of these categories
contributed with respect to the 8.8 MMBoe of added reserves.
12. Your summary should provide further balanced disclosure. As
such, while you emphasize your competitive strengths and business
strategy, you fail to clarify that you have a limited operational
history as a combined entity and had no operations and generated
no
revenues until the formation transactions that occurred in March
2006. You also omit reference to the fact that many of your leases
are in areas that have been partially depleted or drained by
adjacent
wells. Please revise your disclosure accordingly. We may have
further comment.
13. Provide us with objective support for statements you make
throughout your disclosure. For example, you state:
* "[T]he Permian Basin is characterized by...low rates of
production
decline and predictable low-risk reserves; and,
* [W]e...believe that the PITCO acquisition positions us to
capitalize on a "substantial number of additional strategic and
tack-
on acquisitions in the Permian Basin...[which] typically require
little or no additional overhead to manage..." Please note the
engineering comments below with regard to some of the above
statements.
Our Organizational Structure, page 6
14. Please revise this caption to clarify that the chart
represents
your structure after the completion of the resale offering. To
aid
investor understanding, please also include charts that detail
ownership prior and subsequent to the offering for i) the Moriah
Group, ii) the Brothers Group and iii) MBN Properties LP.
Summary Reserve and Operating Data, page 14
15. We note your inclusion of PV-10 under this heading and your
statement within footnote (a) that this measure does not give
effect
to various expenses, including future income tax. We also note
that
PV-10 typically differs from the standardized measure of
discounted
future net cash flows relating to proved oil and gas reserves
(SMOG),
as calculated and presented in accordance with SFAS 69. Since you
are a limited partnership, your measure of SMOG does not include
future income taxes, thereby resulting in an equivalent measure
for
PV-10 and SMOG. As such, please expand your disclosure, in each
applicable instance, to explain that PV-10 typically represents a
non-GAAP measure that would otherwise require a reconciliation to
the
most comparable GAAP measure, or SMOG. We request this expanded
disclosure in order to avoid investor confusion between your
measure
of PV-10 and other public companies who similarly disclose such a
measure.
Risk Factors, page 18
General
16. The majority of your risk factors provide an excessive amount
of
detail without clearly and concisely identifying the material risk
to
investors. We note that many of the risk factors are over a page
in
length. Please succinctly state the material risks to your
business
and financial operations such that you facilitate an investor`s
understanding of the materiality of the risk disclosed.
17. Reorder the risk factor discussion so that the more material
risks are presented first. In this regard, we note that the
series
of risk factors relating to your dependence on the gathering and
transportation facilities of third parties, lack of control of
operations and exploitation of projects and your limited operating
history as a combined company do not appear until page 24 of the
prospectus. Please revise your disclosure accordingly. We refer
you
to Release 33-6900 Part II.A. 3. for further guidance.
18. Avoid repetitive disclosure in the risk factor discussion. We
note for example that much of the risk factor discussion contained
in
the first risk factor on page 18 is repeated in the two risk
factors
that follow on page 19.
19. Supplement your risk factor disclosure to address the possible
risk associated with an increase in interest rates with respect to
the amounts of long-term debt outstanding currently or in the
future
under your credit facility. As done on page 69, identify the
impact
of a 1% increase in rates on interest expense based on the current
amount of debt outstanding.
20. Given your stated cash distribution policy and as disclosed on
page 41, please include a risk factor that addresses the impact to
your business and its ability to grow if substantially all cash
available for distribution is distributed as planned.
21. We refer you to disclosure on page 79 regarding your
dependence
on customers accounting for 11%, 16% and 16% of your oil and
natural
gas sales during the fiscal year ended December 31, 2005. If
material, provide a risk factor that addresses your dependence and
the risk associated with the loss of such customers.
"Our credit facility...," page 21
22. Either revise the heading of the risk factor or disaggregate
portions of the risk factor discussion such that you identify the
separate risks associated with your ability to satisfy certain
covenants, the impact of an event of default and the impact of a
negative redetermination.
23. Summarize the material risks concisely and provide cross-
references to more detailed descriptions of the terms and
consequences of provisions of the credit facility.
"Our hedging activities...," page 27
24. Remove the explanatory language regarding why you have entered
into hedges that commences the discussion. Revise to specifically
disclose the total amount of hedged, versus unhedged production
for
oil and natural gas for the periods referenced.
Cautionary Note Regarding Forward-Looking Statements, page 38
25. Remove the suggestion that "will" identifies a forward-looking
statement.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 54
General
26. Please confirm, if true, that you have no off-balance sheet
arrangements requiring disclosure under Item 303(a)(4) of
Regulation
S-K or otherwise advise.
Production and Operating Costs Reporting, page 55
27. In the risk factor discussion on page 24, you disclose your
dependence on third parties for transportation and gathering
services. Your discussion in this section does not appear to
describe the relationships you have with third parties for such
services or the costs associated with the services they provide.
Please revise to include a description of all costs, inclusive of
such transportation and gathering costs if material, that are
associated with the production of your oil and natural gas
reserves.
Capital Resources and Liquidity, page 59
Legacy Reserves LP, page 59
28. You disclose that you anticipate "the proceeds of this
offering"
in connection with other sources will exceed your planned capital
expenditures and other cash requirements. Please explain your
reference to cash proceeds from "this offering" or revise your
disclosure accordingly.
29. Revise to specify the amount of the capital expenditures and
cash
requirements you anticipate needing for the next 12 months.
Further,
rather than state you expect the sources identified to exceed your
capital requirements for 2006, state whether you will have
sufficient
working capital to meet your obligations for the next 12 months.
Financing Activities, page 61
30. In light of the fact that the prior credit agreements entered
into by Moriah Group have been replaced with the current credit
facility entered into by the company and the subordinated notes
issued to Moriah Group, paid, please revise this section so that
you
more concisely and in a simplified manner, identify the material
aspects of the prior financing arrangements.
Our Revolving Credit Facility, page 62
31. Please revise your disclosure to ensure that all material
terms
of the Credit Agreement are included in your disclosure. In this
regard, we refer you to Section 2.07 of the Credit Agreement. The
circumstances under which redeterminations of the borrowing base
and
the impact of the lenders` discretion in effectuating such
redeterminations periodically does not appear to have been
adequately
disclosed. For example, you indicate that redeterminations are at
the
election of the company or the lenders but do not specify the
limitations imposed on your ability to initiate such
redeterminations. Please revise your disclosure accordingly.
Legacy Reserves LP, page 60
32. We note your statement that "Based upon current oil and
natural
gas price expectations for 2006, we anticipate that the proceeds
of
this offering, our cash flow from operations and available
borrowing
capacity under our credit facility will exceed our planned capital
expenditures and other cash requirements for 2006." Please revise
your presentation with respect to proceeds from this offering,
based
on your statement on page eight that "We will not receive any
proceeds from the sale of units by the selling unitholders" or
otherwise advise.
Critical Accounting Policies, page 64
33. We note that your presentation under this heading is similar
to
your discussion presented for your significant accounting
policies.
Due to the nature of your disclosure, please refer to the
Commission`s Cautionary Advice Regarding Disclosure About Critical
Accounting Policies (Release Nos. 33-8040; 34-45149; FR-60),
located
at http://www.sec.gov/rules/other/33-8040.htm, regarding
disclosures
surrounding accounting estimates and assumptions that may be
material
due to the levels of subjectivity and judgment involved. Please
include an enhanced discussion and analysis of your critical
accounting estimates and assumptions that:
* supplements, but does not duplicate, the description of
accounting
policies in the notes to the financial statements; and
* provides greater insight into the quality and variability of
information regarding financial condition and operating
performance.
Oil and Natural Gas Properties, page 65
34. We note your statement that "Geological, geophysical, and dry
hole costs on oil and natural gas properties relating to
unsuccessful
wells are charged to expense as incurred." Please tell us how
this
policy complies with paragraph 18 of SFAS 19, which states that
"Geological and geophysical costs, costs of carrying and retaining
undeveloped properties, and dry hole and bottom hole contributions
shall be charged to expense when incurred." We further note your
disclosure under footnote (1)(e) that "certain geological and
geophysical expenses and delay rentals for oil and natural gas
leases, are charged to expense as incurred."
Revenue Recognition, page 66
35. We note your statement that you "currently use the "net-back"
method of accounting for transportation arrangements of [y]our
natural gas sales." Please expand your disclosure to address the
implications of using another accounting methodology for these
transportation arrangements.
Consolidation of Variable Interest Entity, page 68
36. Please expand your disclosure to explain why there will be no
non-controlling interest after this offering.
Business, page 71
Exploitation Activities, page 71
37. We note that you have disclosed a "reserve replacement rate"
of
over 300%, excluding the PITCO properties. Due to the variable
components of this measure, please expand your discussion to
address
each of the following, without limitation:
* Describe how the rate is calculated. We would expect the
information used to calculate this ratio to be derived directly
from
the line items disclosed in the reconciliation of beginning and
ending proved reserve quantities, which is required to be
disclosed
by paragraph 11 of SFAS 69.
* Identify the status of the proved reserves that have been added
(e.g. proved developed vs. proved undeveloped). It is not
appropriate to calculate this rate using:
o non-proved reserve quantities; and
o proved reserve additions that include both proved reserve
additions
attributable to consolidated entities and investments accounted
for
using the equity method.
* Identify the reasons why proved reserves were added.
o The reconciliation of beginning and ending proved reserves,
referred to above, includes several line items that could be
identified as potential sources of proved reserve additions.
Explain
to investors the nature of the reserve additions, and whether or
not
the historical sources of reserve additions are expected to
continue,
and the extent to which external factors outside of management`s
control impact the amount of reserve additions from that source
from
period to period.
* Explain the nature of and the extent to which uncertainties
still
exist with respect to newly discovered reserves, including, but
not
limited to regulatory approval, changes in oil and gas prices, and
the availability of additional development capital and the
installation of additional infrastructure.
* Indicate the time horizon of when the reserve additions are
expected to be produced to provide investors a better
understanding
of which of these reserve additions could ultimately be converted
into cash inflows.
* Disclose how management uses this measure.
* Disclose the limitations of this measure.
* Please make reference to the additional disclosure under this
heading in all instances where you disclose the reserve
replacement
rate. In this regard, we note your reference to this rate on page
two of the prospectus summary and a "reserve replacement cost" on
pages three and 72.
Business Strategy, page 72
38. We note that you intend to make accretive acquisitions of
producing properties. It would appear that your reference to your
historical completion of 26 acquisitions since 1999 should be
placed
within the context of your current planned policy to distribute
all
available cash. Given your intended cash distribution policy,
please address how you intend to sustain your growth strategies.
Executive compensation, page 88
39. Please revise to specify, if determinable, the amount of
reimbursable expenses charged by the general partner that were
directly related to the compensation of the executive officers in
connection with their management of the company.
Omnibus Agreement, page 95
40. Revise to specify the "certain other matters" to the extent
they
are material to an understanding of the agreement.
Limited Call Right, page 113
41. We refer you to your discussion under Limited Call Right.
Please
advise us as to what consideration was given as to whether you
will
comply with the tender offer rules and file a Schedule TO when, or
if, this right is exercised. If you believe an exemption from the
tender offer rules is available to you, please advise.
Selling Unitholders, page 140
42. It would appear that Friedman, Billings, Ramsey Group, Inc. is
a
registered broker-dealer. Please revise your disclosure to
indicate
that such selling unitholder is an underwriter, unless such
selling
unitholder received its securities as compensation for investment
banking services.
Unaudited Pro Forma Consolidated Balance Sheet, page F-3
43. We note your statement that "The pro forma consolidated
balance
sheet gives effect to the private offering of 5,000,000 units at
an
offering price of $17.00 per unit, the concurrent redemption of an
aggregate 4,400,000 units from our Founding Investors, the
acquisition of the oil and natural gas properties of the Brothers
Group, Foundations, H2K and the non-controlling interests in MBN
Properties LP, and the distribution of certain assets to the
owners
of the Moriah Group and the Brothers Group as if the transactions
had
occurred on December 31, 2005." Please confirm, if true, that the
units transferred to the Moriah Group, the accounting acquirer,
have
been accounted for as a recapitalization, or otherwise advise.
Additionally, please explain why the Owners` equity of the
Brothers
Group, Foundations and H2K are not adjusted to reflect the
recapitalization of Legacy Reserves LP.
1. Pro Forma Adjustments, page F-5
Formation and Offering Transactions
44. We note that the last calculation for the purchase price
allocation within footnote (g) does not sum to the amount shown.
Please revise as appropriate.
45. We note your statement that the interests in MBN Management
LLC
were not acquired by the Moriah Group or the Brothers Group and
that
your pro forma adjustment within footnote (o) is to "reclassify
the
equity in loss of MBN Management LLC to general and administrative
expense." Please provide further explanation in support of this
pro
forma adjustment.
Oil and Natural Gas Reserve Disclosures, page F-9
46. We note your statement within footnote (a) that the pro forma
sub-total acquirer column "Consolidates the PITCO Acquisition at
100%
without recognizing the effect of the minority interest." Please
expand your disclosure to provide the approximate portion of the
minority interest included as contemplated by paragraph 14(a) of
SFAS
69.
Moriah Group Financial Statements
Combined Balance Sheets, page F-19
47. Please revise your presentation of owner`s equity to show
separate captions as contemplated by Rule 5-02 of Regulation S-X
for
common stock and other stockholders` equity.
Combined Statements of Owners` Equity, page F-21
48. Please provide detail of the changes in the number of shares
of
common units as contemplated by Rule 3-04 of Regulation S-X and
paragraph 10 of APB 12.
49. Please expand your footnote disclosure to clearly identify the
nature of the different accounts included in your total owners`
equity balance.
Combined Statements of Cash Flows, page F-22
50. Please tell us how you have presented the cash flows related
to
the discontinued operations reported in fiscal years 2003 and
2004.
Note (1) Summary of Significant Accounting Policies, page F-23
(e) Oil and Natural Gas Properties, page F-24
51. Please expand your policy footnote to address the following
items, without limitation, as contemplated by paragraph 59A of
SFAS
19:
* Describe how your production activity costs are incurred. Refer
to
paragraphs 23 and 24.
* Disclose how you account for the cost of acquiring or
constructing
support equipment and facilities. Refer to paragraph 26.
* Address how frequently your DD&A rate is revised. Refer to
paragraph 30.
* Disclose, if applicable, how you account for mineral interests
in
properties that are conveyed to others. Refer to paragraphs 42-
47.
* Explain circumstances in which asset retirement obligations
would
not be recognized when the asset is placed in service. In this
regard, we note your statement that "asset retirement costs are
generally recognized when the asset is placed in service."
(m) Earnings Per Unit, page F-26
52. Please provide support for your computation of basic and
diluted
EPS using the 9,584,623 units issued on March 15, 2006. In this
regard, it is unclear how you have met the requirements identified
in
paragraphs 8, 10, and 41 of SFAS 128.
(3) Notes Receivable - Affiliated Entities, page F-28
53. Please explain why the table you present for the outstanding
notes receivable includes the balance for September 30, 2005
instead
of December 31, 2005.
(5) Acquisitions, page F-30
54. Please expand your disclosure to include the information
required
by paragraph 51(c) and (h) of SFAS 141 for your PITCO Acquisition.
(8) Commitments and Contingencies, page F-33
55. Please modify your disclosures here and in the notes to your
financial statements to describe briefly any material pending
legal
proceedings, other than ordinary routine litigation incidental to
the
business, to which the Partnership or any of its consolidated
entities is a party or of which any of its property is the
subject.
In addition, please ensure that your revised disclosure concludes
using terms defined in paragraph 3 of SFAS 5.
(10) Oil and Natural Gas Swaps, page F-33
56. We note your statement that "In its statement of cash flows
for
the nine months ended September 30, 2005, the Moriah Group
classified
$3,530,651 paid to settle crude oil derivative contracts as cash
used in activities. In the accompanying statement of cash flows
for
the year ended December 31, 2005, the classification of such
payments
has been revised and they are classified as cash used in investing
activities." Please contact us to discuss this further.
(13) Asset Retirement Obligation, page F-36
57. Please explain the nature of the revisions made to accretion
expense for each of the three years presented in the table of
changes
in the asset retirement obligation.
(14) Costs Incurred in Oil and Natural Gas Property Acquisition
and
Development Activities, page F-37
58. Please revise your presentation so that amounts incurred
related
to asset retirement obligations are included in the balance of the
line items required to be disclosed (i.e property acquisition,
exploration and/or development costs), as we believe there is no
provision for this separate line item in paragraph 21 and
Illustration 2 of SFAS 69. In addition, please revise your
presentation within footnote 15 accordingly.
Brothers Group Financial Statements
General
59. In order to avoid repetition of the above comments, please
review
and revise the financial statements and footnote disclosure for
this
entity, as necessary, to comply with all applicable comments
written
on the Moriah Group above.
Selected Interests of Paul T. Horne Financial Statements
General
60. In order to avoid repetition of the above comments, please
review
and revise the financial statements and footnote disclosure for
this
entity, as necessary, to comply with all applicable comments
written
on the Moriah Group above.
Statements of Operations, page F-66
61. Please revise the title for the line item Total expenses to
one
that more accurately describes each of the totals for the periods
presented. In this regard, we note a total credit of $252,995 for
the fiscal year ended December 31, 2005.
62. We note that your presentation does not appear to reflect all
of
the costs of doing business, such as, without limitation, general
and
administrative costs. Please tell us how you have considered the
guidance in SAB Topic 1.B.1.
Selected Properties of Charities Support Foundation Inc. and
Affiliates Financial Statements
General
63. In order to avoid repetition of the above comments, please
review
and revise the financial statements and footnote disclosure for
this
entity, as necessary, to comply with all applicable comments
written
on the Moriah Group above.
(1) Summary of Significant Accounting Policies, page F-85
(2) Related Party Transactions, page F-88
64. Please disclose the amount of the contractual arrangement
between
CSFI and Moriah Resources, Inc.
PITCO Properties Audited Abbreviated Financial Statements
(1) Basis of Presentation, page F-95
65. Please expand your disclosure to more clearly explain what you
mean by the entitlement method of revenue recognition.
S-1 333-134056
Selling Unitholders, page 140
66. Please disclose if any of the selling unitholders is a
registered
broker-dealer or affiliate of a registered broker-dealer. If you
determine that a selling unitholder is a registered broker-dealer,
please revise your disclosure to indicate that such selling
unitholder is an underwriter, unless such selling unitholder
received
its securities as compensation for investment banking services.
If
the selling unitholder is an affiliate of a registered broker-
dealer,
please disclose, if true, that such selling unitholder acquired
its
shares in the ordinary course of business and at the time of the
acquisition did not have any arrangements or understandings with
any
person to distribute the securities. If not, you must indicate
that
such selling unitholder is an underwriter.
67. Please identify in the selling unitholder table the natural
persons who exercise voting and/or investment power over each of
the
entities listed. In this regard, we refer you to footnote 2 which
does not reference the natural person. Refer to Interpretation 4S
of
the Regulation S-K portion of the March 1999 supplement to the
1997
CF Manual of Publicly Available Telephone Interpretations.
Engineering Comments
General
68. Please provide the LaRoche Petroleum Consultant`s reserve
reports
for 2004 and 2005.
Summary, page 1
69. Disclose the percentage of proved non-producing reserves if
material and disclose the percentage of your production and
reserves
that come from improved recovery operations such as CO2-flooding
and
water-flooding, if material.
70. You state that you have added 8.8 million barrels of proved
reserves through extensions and discoveries, revisions and
improved
recovery. However, we could not find the amount of reserves that
you
attributed to improved recovery in any of your reserve
reconciliation
tables. Please revise these as necessary.
71. Please expand your disclosure to explain why you characterized
reserves in the Permian Basin as predictable low-risk reserves.
Explain why you feel this is true as opposed to reserves on the
Gulf
Coast or Mid-Continent or other major U.S. onshore producing
basins,
otherwise remove this statement.
Competitive Strengths, page 72
Predictable Long-Lived Reserve Base, page 72
72. You suggest that technological advances are responsible for
the
positive revisions and extension of the lives of your fields.
Provide to us how much of your revisions over each of the last
three
years were due to technological advances, how much from better
performance than forecast and how much were due to oil and gas
price
appreciation.
Summary of Oil and Natural Gas Properties and Projects, page 73
73. Confirm to us, if true, that the state regulatory bodies had
approved all the spacing units prior to you booking the proved
undeveloped locations for infill wells in each of the last three
years.
74. Confirm to us, if true, that you have the legal right and
state
regulatory approval to complete in all the intervals you have
booked
as proved in your proved developed non-producing reserves and
proved
undeveloped reserve classifications.
Notes to Unaudited Pro Forma Consolidated Financial Statements,
page
F-9
Oil and Natural Gas Reserve Disclosure, page F-9
75. Reconcile for us the fact that you are disclosing 76% of your
reserve additions in 2005 were due to extensions and discoveries
with
the fact that you only completed 0.2 net exploratory wells in the
last three years and your significant fields, which account for
52%
of your proved reserves, were discovered between 41 and 74 years
ago.
This suggests that you have long known the limits of the fields.
Closing Comments
As appropriate, please amend your registration statements 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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 either 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 this action 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 either registration statement as a 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 an 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 Jennifer Goeken, Staff Accountant at (202)
551-
3721 or Jill Davis, Accounting Branch Chief at (202) 551-3683 if
you
have questions regarding comments on the financials statements and
related matters. You may contact James Murphy at (202) 551-3703
if
you have questions regarding the engineering comments. Please
contact Mellissa Campbell Duru, at (202) 551-3757 or me at (202)
551-
3745 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: via facsimile
Gislar Donnenberg, Esq.
Andrews Kurth LLP
(713) 220-4285 (fax)
Mr. Pruett
Legacy Reserves LP
June 11, 2006
page 17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010