[Morgan Stanley letterhead]
December 13, 2011
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | INERGY MIDSTREAM, L.P. | |
| REGISTRATION STATEMENT ON FORM S-1 | ||
| FILE NO. 333-176445 |
Dear Sir or Madam:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, we, as representatives of the several Underwriters, hereby withdraw our previous request for acceleration of the effective date of the above-named Registration Statement by letter dated December 12, 2011 and hereby join in the request of Inergy Midstream, L.P. for acceleration of the effective date of the above-named Registration Statement, as amended so that it becomes effective at 1:00 p.m., Washington D.C. time on December 15, 2011, or as soon as possible thereafter.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that the Registration Statement, Form S-1 as filed on December 7, 2011, and the Preliminary Prospectus issued December 7, 2011, were distributed during the period December 7, 2011 through the date hereof, as follows:
Registration Statement | Preliminary Prospectus | |
| 10 to 10 Underwriters | 12,334 to 10 Underwriters | |
| 0 to 0 Dealers | ||
| 886 to 886 Institutions | ||
| 9 to 9 Others | ||
| Total: 10 | Total: 13,229 | |
We were advised on December 9, 2011 by the Corporate Finance Department of the Financial Industry Regulatory Authority, Inc. that it has reviewed the above-captioned proposed offering and that it has determined to raise no objections with respect to the fairness of the terms and arrangements of the offering.
We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature page follows]
Very truly yours,
MORGAN STANLEY & CO. LLC BARCLAYS CAPITAL INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC WELLS FARGO SECURITIES, LLC As Representatives of the several Underwriters
By: MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Kenneth G. Pott | |
Name: Kenneth G. Pott Title: Managing Director | ||
Underwriters’ Acceleration Request
