February 7, 2007
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. H. Christopher Owings
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Re: | | Targa Resources Partners LP Registration Statement on Form S-1 (File No. 333-138747) (the “Registration Statement”) |
Dear Ladies and Gentlemen:
In connection with the proposed offering of up to 19,320,000 common units, we wish to advise you that we, as a representative of the underwriters, hereby join the Partnership’s request that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective on February 8, 2007 at 11:00 A.M., Eastern Daylight Time or as soon as practicable thereafter.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:
(i) | | Date of preliminary prospectus: February 1, 2007 |
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(ii) | | Dates of distribution: February 1, 2007 — February 6, 2007 |
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(iii) | | Number of prospective underwriters to whom the preliminary prospectus was furnished: 11 |
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(iv) | | Number of prospectuses so distributed: approximately 46,000 |
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(v) | | Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Salomon Smith Barney Inc. (now known as Citigroup Global Markets Inc.). |
Very truly yours,
Citigroup Global Markets Inc.
Goldman, Sachs & Co.
UBS Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
A.G. Edwards & Sons, Inc.
Credit Suisse Securities (USA) LLC
Lehman Brothers Inc.
Wachovia Capital Markets, LLC
Raymond James & Associates, Inc.
RBC Capital Markets Corporation
Sanders Morris Harris, Inc.
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By: | | Citigroup Global Markets Inc. | | |
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| | By: | | /s/ John Cocchiarella | | |
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| | Name: | | John Cocchiarella | | |
| | Title: | | Senior Vice President and Counsel | | |