October 19, 2012
By E-mail
Max A. Webb,
Division of Corporation Finance,
Securities and Exchange Commission,
100 F Street, N.E.,
Washington, D.C. 20549.
| Re: | Capital Product Partners L.P. |
| Registration Statement on Form F-3 |
| Filed October 1, 2012 |
| File No. 333-184209 |
Dear Mr. Webb:
On behalf of Capital Product Partners L.P. (the “Company”), this letter responds to the comments of the staff of the Securities and Exchange Commission (the “Staff”) set forth in its letter of October 15, 2012. In addition, Amendment No. 1 to the registration statement on Form F-3 (File No. 333-184209) (including exhibits thereto) (the “Registration Statement”), which reflects many of these responses, has been submitted for filing on the date hereof.
All responses set forth in this letter are those of the Company. All responses are keyed to the headings indicated in the Staff’s comments and are designated with the letter “R” below the comment number. The comments themselves are set forth in boldface type.
General
| 1. | We note that you have outstanding comments related to your Form 20-F for the fiscal year ended December 31, 2011. Please also note that all comments on your Form 20-F will need to be fully resolved before we act on a request for acceleration of the effectiveness of the Form F-3. |
Max A. Webb | - 2 - |
R: The Company has responded under separate cover to the Staff’s comments on the Company’s Form 20-F for the fiscal year ended December 31, 2011.
Exhibits, page II-1
| 2. | Please revise to state that any underwriting agreement will be filed by post-effective amendment. |
R: The Company has reviewed the Staff’s comment and revised the Registration Statement accordingly.
* * * * *
Max A. Webb | - 3 - |
The Company would greatly appreciate receiving the Staff’s comments on the revised Registration Statement as soon as possible. On behalf of the Company and its advisors, we once again thank you and the Staff for your assistance to date in connection with the review of the Company’s submission.
If you have any questions relating to the foregoing, please feel free to call me at (212) 558-3445. I may also be reached by facsimile at (212) 558-3588 and by e-mail at claytonj@sullcrom.com. In my absence, please call Vijay S. Iyer at (212) 558-1671. He may also be reached by facsimile at (212) 291-9851 and by e-mail at iyerv@sullcrom.com.
| Very truly yours, |
| /s/ Jay Clayton |
| Jay Clayton |
| cc: | Sonia Bednarowski | |
| (Securities and Exchange Commission) | ||
| Ioannis E. Lazaridis | ||
| Irina Taka | ||
| (Capital Product Partners L.P.) | ||
| Analia Kokkoris | ||
| Sophie Manolis | ||
| (Deloitte Hadjipavlou Sofianos & Cambanis S.A.) | ||
| Vijay S. Iyer | ||
| Rosita H.Y. Lee | ||
| (Sullivan & Cromwell LLP) | ||
