September 4, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
Re: | Mach Natural Resources LP (the “Company”) |
Request for Acceleration of Effectiveness of Registration Statement on Form S-1
Registration No. 333-281919
Ladies and Gentlemen:
As representatives of the several underwriters of the Company’s proposed public offering of common units representing limited partner interests in the Company, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), requesting effectiveness for 9:00 a.m., Washington, D.C. time, on September 6, 2024, or as soon as practicable thereafter.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, please be advised that there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned has, and each participating underwriter has advised the undersigned that it has, complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours,
RAYMOND JAMES & ASSOCIATES, INC.
STIFEL, NICOLAUS & COMPANY, INCORPORATED
TRUIST SECURITIES, INC.
As representatives of the several underwriters
RAYMOND JAMES & ASSOCIATES, INC.
By: | /s/ William Hodge | |
Name: | William Hodge | |
Title: | Managing Director |
STIFEL, NICOLAUS & COMPANY, INCORPORATED
By: | /s/ Justin Bowman | |
Name: | Justin Bowman | |
Title: | Managing Director |
TRUIST SECURITIES, INC.
By: | /s/ Michael Davis | |
Name: | Michael Davis | |
Title: | Managing Director |