United States securities and exchange commission logo
November 29, 2022
Bob R. Simpson
Chief Executive Officer
MorningStar Partners, L.P.
400 West 7th Street
Fort Worth, Texas 76102
Re: MorningStar
Partners, L.P.
Registration
Statement on Form S-1
Filed November 17,
2022
File No. 333-268424
Dear Bob R. Simpson:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in
ourOctober 12, 2022 letter.
Registration Statement on Form S-1 filed November 17, 2022
Exhibits
1. We have read your
response to prior comment 2 and note your revisions to the reserves
report filed with the
Registration Statement on Form S-1 as Exhibit 99.3; however, it
appears certain
language (shown underlined below) made in response to prior comment 9
in our letter issued
September 19, 2022 has been removed.
The Exhibit 99.3, filed
September 26, 2022, included the following language: This report
serves as a price
sensitivity to the July 31, 2022 Securities and Exchange Commission (the
SEC ) report dated
August 30, 2022 and has kept all factors, including production
forecasts, operating
and development costs and the timing for drilling new wells the same
Bob R. Simpson
MorningStar Partners, L.P.
November 29, 2022
Page 2
as the aforementioned SEC report. Please obtain and file a revised
reserve report.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
November 29, 2022 Page 2
cc: Mollie Duckworth, Esq.
FirstName LastName