UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
August 25, 2006
Mr. Michael E. Mercer
Chief Financial Officer
EV Energy Partners, L.P.
1001 Fannin Street, Suite 900
Houston, Texas 77002
Re: EV Energy Partners, L.P.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 8, 2006
File No. 333-134139
Dear Mr. Mercer:
We have reviewed your response letter dated August 7, 2006,
the
amended filing, and we 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/A2 Filed August 8, 2006
Pro Forma Financial Information and Financial Forecast, page 60
Note 3 - Significant Forecast Assumptions, page 66
1. Within your table of forecasted production and oil and gas
price
information you identify the natural gas prices presented as per
Mcf.
However, in footnote 2 to the table you explain that the prices
received for the hedged and unhedged volumes are per MMBtu, but
the
premium and discount received for Appalachian and Northern
Louisiana
production are per Mcf. Please revise the disclosure to provide
consistent pricing and unit bases to enable the reader to clearly
understand your expectations.
2. In footnote 2 to the table, you explain that for your
Appalachian
and Northern Louisiana production the prices received are adjusted
for a premium of $1.16 per Mcf and a discount of $0.54 per Mcf
respectively. As the amounts partially offset each other it is
unclear how the $1.64 per Mcf you disclose in the table as the
premium to NYMEX is calculated. Please revise your disclosure to
reconcile these amounts and provide clarifying discussion. Please
also expand your disclosure to explain why the production from the
respective areas receives the premium or discount.
3. We note your disclosure in footnote 3 that the prices received
for
your oil production are "adjusted by deducting $3.10 per Bbl to
reflect transportation and quality differentials". However, in
the
related table of forecasted oil prices you disclose that you
anticipate receiving a premium to NYMEX of $5.09. Please revise
your
disclosure to reconcile these amounts and provide clarifying
discussion.
Financial Statements - Unaudited Pro Forma Combined, page F-2
4. In your response to comment 6 you provide further explanation
for
the pro forma adjustments to lease operating expenses and general
and
administrative expenses. Please revise your disclosures to
include a
summary of the explanation provided in your response to further
clarify and explain the applicable pro forma adjustments.
Financial Statements - The Combined Predecessor Entities, page F-
18
General
5. It appears you will need to update your historical and pro
forma
financial statements to comply with the guidance in Rule 3-12 and
Rule 11-02(c) of Regulation S-X.
* * * * *
Closing Comments
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 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 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 Mark Wojciechowski at (202) 551-3759 or Karl
Hiller, Accounting Branch Chief at (202) 551-3686 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Carmen Moncada-Terry at (202) 551-3687
or,
in her absence, the undersigned, at (202) 551-3685 with any other
questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: VIA FACSIMILE
George G. Young III
Haynes and Boone LLP
713-236-5699
Mr. Michael E. Mercer
EV Energy Partners, L.P.
August 25, 2006
Page 1