United States securities and exchange commission logo
October 12, 2022
Bob R. Simpson
Chief Executive Officer
MorningStar Partners, L.P.
400 West 7th Street
Fort Worth, Texas 76102
Re: MorningStar
Partners, L.P.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted September
26, 2022
CIK 0001559432
Dear Bob R. Simpson:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 19, 2022 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Risk Factors
Our partnership agreement will designate the Court of Chancery of the
State of Delaware as the
exclusive forum for certain types of actions, page 65
1. We note your response
to prior comment 3, and re-issue such comment in part. Please
clearly state that
investors cannot waive compliance with the federal securities laws and
rules and regulations
promulgated thereunder. In that regard, we note your disclosure that
no unitholder can waive
compliance with respect to "the partnership s or such
unitholder s
compliance with U.S. federal securities laws and the rules and regulations
promulgated thereunder.
Bob R. Simpson
MorningStar Partners, L.P.
October 12, 2022
Page 2
Exhibits
2. We have read your response to prior comment 10 and note the statement
limiting the
distribution to an exclusive audience has been removed from the reserve
report filed as
Exhibit 99.3 with Submission No. 3; however, the reserve report does not
state the
purpose for which the report was prepared, e.g. for inclusion as an
exhibit in a filing made
with the Securities and Exchange Commission to comply with Item
1202(a)(8)(i) of
Regulation S-K. Please obtain and file a revised reserve report.
You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily
Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the
financial
statements and related matters. You may contact John Hodgin, Petroleum
Engineer, at 202-551-
3699 or Sandra Wall, Petroleum Engineer, at 202-551-4727 with questions about
engineering
comments. Please contact Irene Barberena-Meissner, Staff Attorney, at
202-551-6548 or Laura
Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
FirstName LastNameBob R. Simpson
Division of
Corporation Finance
Comapany NameMorningStar Partners, L.P.
Office of Energy &
Transportation
October 12, 2022 Page 2
cc: Mollie Duckworth, Esq.
FirstName LastName