0001193125-18-321097.txt : 20181221 0001193125-18-321097.hdr.sgml : 20181221 20181107172202 ACCESSION NUMBER: 0001193125-18-321097 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Matador Resources Co CENTRAL INDEX KEY: 0001520006 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 274662601 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 5400 LBJ FREEWAY STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9723715200 MAIL ADDRESS: STREET 1: 5400 LBJ FREEWAY STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: Matador Holdco, Inc. DATE OF NAME CHANGE: 20110505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Matador Production Co CENTRAL INDEX KEY: 0001573486 IRS NUMBER: 753131373 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5200 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRC Rockies Co CENTRAL INDEX KEY: 0001573487 IRS NUMBER: 264001290 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5200 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Longwood Gathering & Disposal Systems, LP CENTRAL INDEX KEY: 0001573488 IRS NUMBER: 205668690 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5200 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Longwood Gathering & Disposal Systems GP, Inc. CENTRAL INDEX KEY: 0001573491 IRS NUMBER: 205668672 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5200 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRC Permian Co CENTRAL INDEX KEY: 0001573492 IRS NUMBER: 204090232 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5200 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRC Energy Co CENTRAL INDEX KEY: 0001260979 IRS NUMBER: 364535752 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE LINCOLN CENTRE, 5400 LBJ FREEWAY STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9723715200 MAIL ADDRESS: STREET 1: ONE LINCOLN CENTRE, 5400 LBJ FREEWAY STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: MATADOR RESOURCES CO DATE OF NAME CHANGE: 20030822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Longwood Midstream Holdings, LLC CENTRAL INDEX KEY: 0001699658 IRS NUMBER: 352585241 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 5400 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-371-5200 MAIL ADDRESS: STREET 1: 5400 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRC Permian LKE Company, LLC CENTRAL INDEX KEY: 0001699720 IRS NUMBER: 371795459 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 5400 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-371-5200 MAIL ADDRESS: STREET 1: 5400 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Delaware Water Management Company, LLC CENTRAL INDEX KEY: 0001643603 IRS NUMBER: 352514885 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5232 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Longwood Midstream South Texas, LLC CENTRAL INDEX KEY: 0001643614 IRS NUMBER: 371764590 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5232 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRC Energy Southeast Company, LLC CENTRAL INDEX KEY: 0001643620 IRS NUMBER: 320447771 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5232 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRC Energy South Texas Company, LLC CENTRAL INDEX KEY: 0001643622 IRS NUMBER: 300839694 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5232 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southeast Water Management Company, LLC CENTRAL INDEX KEY: 0001643623 IRS NUMBER: 383939361 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5232 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Longwood Midstream Southeast, LLC CENTRAL INDEX KEY: 0001643628 IRS NUMBER: 320448226 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5232 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Longwood Midstream Delaware, LLC CENTRAL INDEX KEY: 0001643629 IRS NUMBER: 611745124 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5232 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRC Delaware Resources, LLC CENTRAL INDEX KEY: 0001643641 IRS NUMBER: 371776519 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 371-5232 MAIL ADDRESS: STREET 1: C/O MATADOR RESOURCES COMPANY STREET 2: 5400 LBJ FREEWAY, SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 CORRESP 1 filename1.htm CORRESP

MATADOR RESOURCES COMPANY

5400 LBJ Freeway, Suite 1500

Dallas, Texas 75240

November 7, 2018

Via EDGAR transmission

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-3561

Ladies and Gentlemen:

 

  Re:

Matador Resources Company

      

Subsidiary Guarantors of Matador Resources Company

      

Registration Statement on Form S-4

Matador Resources Company and its wholly owned subsidiaries Delaware Water Management Company, LLC, Longwood Gathering and Disposal Systems GP, Inc., Longwood Gathering and Disposal Systems, LP, Longwood Midstream Delaware, LLC, Longwood Midstream Holdings, LLC, Longwood Midstream South Texas, LLC, Longwood Midstream Southeast, LLC, Matador Production Company, MRC Delaware Resources, LLC, MRC Energy Company, MRC Energy South Texas Company, LLC, MRC Energy Southeast Company, LLC, MRC Permian Company, MRC Permian LKE Company, LLC, MRC Rockies Company and Southeast Water Management Company, LLC (together, the “Registrants”) have today filed under the Securities Act of 1933, as amended (the “Securities Act”), a Registration Statement on Form S-4 to register their offer to exchange (the “Exchange Offer”) registered 5.875% Senior Notes due 2026 (“Exchange Notes”) for any and all of their outstanding unregistered 5.875% Senior Notes due 2026 (“Outstanding Notes”). The Exchange Offer is being made in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in the Exxon Capital Holdings Corp., SEC No-Action Letter (May 13, 1988), Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991), Shearman & Sterling, SEC No-Action Letter (July 2, 1993) and similar no-action letters (the “Prior No-Action Letters”). This letter is being provided in order to make to the Staff the representations and undertakings contained in the Morgan Stanley & Co. Inc. and Shearman & Sterling no-action letters referred to above.

Matador Resources Company, on behalf of the Registrants, hereby confirms and represents as follows:

1.    Neither the Registrants nor any of their respective affiliates have entered into any arrangement or understanding with any person, including any broker-dealer, to distribute the Exchange Notes and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in the ordinary course of its business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer.

Matador Resources Company

November 7, 2018

Page 2

 

2.    The Registrants will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the Exchange Notes to be acquired in the Exchange Offer, such person (i) cannot rely on the Staff’s position enunciated in the Prior No-Action Letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction and be identified as an underwriter in the prospectus. The Registrants acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

3.    The Registrants will make each person participating in the Exchange Offer aware that any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities may participate in the Exchange Offer so long as the broker-dealer has not entered into any arrangement or understanding with the Registrants or any of their respective affiliates to distribute the Exchange Notes.

4.    The Registrants will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (including the requirement that such prospectus contain a plan of distribution with respect to the applicable resale transaction) in connection with any resale of such Exchange Notes.

5.    The Registrants will include in the letter of transmittal or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions:

 

  i.

If the exchange offeree is not a broker-dealer, a representation to the effect that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.

 

  ii.

If the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgement to the effect that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; and a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Matador Resources Company

November 7, 2018

Page 3

 

6.    The Registrants further represent that with respect to any broker-dealer that participates in the Exchange Offer with respect to outstanding securities acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any agreement or understanding with the Registrants or any of their respective affiliates to distribute the Exchange Notes.

If you have any questions concerning the foregoing, please contact Doug Rayburn of Gibson, Dunn & Crutcher LLP at (214) 698-3442.

[signature page follows]

Very truly yours,

 

MATADOR RESOURCES COMPANY

By:   /s/ Craig N. Adams
 

Name: Craig N. Adams

Title: Executive Vice President – Land,

Legal & Administration

 

cc:

Douglass M. Rayburn

    

Gibson, Dunn & Crutcher LLP

Signature Page to Exxon Capital Letter