Execution Copy
PVR PARTNERS, LP
PENN VIRGINIA RESOURCE FINANCE CORPORATION II
Three Radnor Corporate Center, Suite 301 100 Matsonford Road
Radnor, Pennsylvania 19087
February 5, 2013
Securities and Exchange Commission
100 F Street NE
Mail Stop 7010
Washington, D.C. 20549-7010
| Attn: | Mara L. Ransom |
Division of Corporation Finance
| Re: | Registration Statement on Form S-4 |
File No. 333-185535
Dear Ms. Ransom:
This letter (“Supplemental Letter No. 2”) supplements the Registration Statement on Form S-4 (File No. 333-185535) of PVR Partners, L.P. (the “Partnership”), Penn Virginia Resource Finance Corporation II (together with the Partnership, the “Issuers”) and the co-registrants named therein (together with the Issuers, the “Registrants”) with respect to an offer to exchange (the “Exchange Offer”) the Issuers’ 8.375% Senior Notes due 2020 (the “Outstanding Notes”), which were originally issued on May 17, 2012 to international and U.S. investors pursuant to Regulation S and Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), for new notes with terms materially identical to the Outstanding Notes but which have been registered under the Securities Act (the “Exchange Notes”), and, therefore, will not be subject to the transfer restrictions applicable to the Outstanding Notes. This Supplemental Letter No. 2 is being filed with the Securities and Exchange Commission (the “Commission”) to revise Supplemental Letter No. 1, which was filed with the Commission on January 23, 2013. This Supplemental Letter No. 2 amends and restates in its entirety Supplemental Letter No. 1. In connection with the above-referenced Registration Statement on Form S-4 (as amended, the “Registration Statement”), the Registrants hereby confirm and represent as follows:
1. The Registrants are registering the Exchange Offer in reliance on the position and representations of the staff of the Securities and Exchange Commission (the “Staff”) set forth inShearman & Sterling, SEC No-Action Letter (available July 2, 1993),Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991), andExxon Capital Holding Corp., SEC No-Action Letter (available May 13, 1988) (together, the “No Action Letters”).
2. The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Registrants’ knowledge and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or
Securities and Exchange Commission
February 5, 2013
Page 2
understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that, if such person is tendering Outstanding Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes, such person (i) cannot rely on the Staff’s position enunciated in the No Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction. 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 or Item 508, as applicable, of Regulation S-K.
3. The Registrants will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that any broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.
4. Neither the Registrants nor any of their respective affiliates have entered into any arrangement or understanding with any broker-dealer to distribute the Exchange Notes.
5. The Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions, in substantially the form set forth below:
| • | 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, such broker-dealer will acknowledge 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, provided that, by so acknowledging and by delivering a prospectus, such exchange offeree will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and |
| • | 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, such broker-dealer confirms that it has not entered into any arrangement or understanding with any of the Registrants or any of their respective affiliates to distribute the Exchange Notes. |
[Signature Page Follows.]
If any additional supplemental information is required by the Staff, please contact the undersigned at (610) 975-8200 or Adorys Velazquez of Vinson & Elkins L.L.P., whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.
Very truly yours,
PVR PARTNERS, L.P.
By: PVR GP, LLC, its General Partner | ||
| /s/ Robert B. Wallace | ||
Name: | Robert B. Wallace | |
| Title: | Executive Vice President and Chief Financial Officer | |
| PENN VIRGINIA RESOURCE FINANCE CORPORATION II | ||
| /s/ Robert B. Wallace | ||
| Name: | Robert B. Wallace | |
| Title: | Executive Vice President and Chief Financial Officer | |
PVR FINCO LLC
By:PVR PARTNERS, L.P.,its sole member | ||
| /s/ Robert B. Wallace | ||
| Name: | Robert B. Wallace | |
| Title: | Executive Vice President and Chief Financial Officer | |
PENN VIRGINIA OPERATING CO., LLC PVR MIDSTREAM LLC
By:PVR FINCO LLC,their sole member | ||
| /s/ Robert B. Wallace | ||
| Name: | Robert B. Wallace | |
| Title: | Executive Vice President and Chief Financial Officer | |
Signature Page to Correspondence
CONNECT ENERGY SERVICES, LLC CONNECT GAS PIPELINE LLC PVR GAS PIPELINE, LLC PVR GAS PROCESSING LLC PVR HYDROCARBONS LLC PVR LAVERNE GAS PROCESSING LLC PVR MARCELLUS GAS GATHERING, LLC PVR GAS GATHERING LLC
By: PVR MIDSTREAM LLC,their sole member | ||
| /s/ Robert B. Wallace | ||
Name: | Robert B. Wallace | |
| Title: | Executive Vice President and Chief Financial Officer | |
DULCET ACQUISITION LLC FIELDCREST RESOURCES LLC K RAIL LLC KANAWHA RAIL LLC LJL, LLC LOADOUT LLC SUNCREST RESOURCES LLC TONEY FORK LLC
By:PENN VIRGINIA OPERATING CO., LLC, their sole member | ||
| /s/ Robert B. Wallace | ||
| Name: | Robert B. Wallace | |
| Title: | Executive Vice President and Chief Financial Officer | |
PVR WATER SERVICES, LLC PVR NEPA GAS GATHERING, LLC
By:PVR MARCELLUS GAS GATHERING, LLC, their sole member | ||
| /s/ Robert B. Wallace | ||
| Name: | Robert B. Wallace | |
| Title: | Executive Vice President and Chief Financial Officer | |
Signature Page to Correspondence
