COLUMBIA PIPELINE PARTNERS LP
5151 San Felipe St., Suite 2500
Houston, Texas 77056
Via EDGAR
February 3, 2015
Mara L. Ransom
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Columbia Pipeline Partners LP |
| Registration Statement on Form S-1 (as amended) |
| File No. 333-198990 |
Ladies and Gentlemen:
On behalf of Columbia Pipeline Partners LP (the “Partnership”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 3:30 p.m. Eastern time on February 5, 2015, or as soon thereafter as practicable, unless the Partnership notifies you otherwise prior to such time. The Partnership hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and |
| • | the Partnership may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please call the undersigned at (713) 386-3701 or Gillian A. Hobson of Vinson & Elkins L.L.P. at (713) 758-3747 with any questions regarding this matter.
[Signature page follows]
| Very truly yours, | ||
| Columbia Pipeline Partners LP | ||
| By: | CPP GP LLC, its general partner | |
| By: | /s/ Robert C. Skaggs, Jr. | |
| Robert C. Skaggs, Jr. | ||
| Chief Executive Officer | ||
| cc: | Robert E. Smith, CPP GP LLC |
| Gillian A. Hobson, Vinson & Elkins L.L.P. |
February 3, 2015
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
| Attention: | Mara L. Ransom | |
| Division of Corporate Finance |
| Re: | Columbia Pipeline Partners LP |
Registration Statement on Form S-1 (File No. 333-198990)
Ladies and Gentlemen:
As the representatives of the several underwriters of the Columbia Pipeline Partners LP (the “Partnership”) proposed public offering of up to 46,000,000 common units of the Partnership, we hereby join the Partnership’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 3:30 p.m., Eastern time, on February 5, 2015, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Partnership’s Preliminary Prospectus dated January 26, 2015, through the date hereof:
Preliminary Prospectus dated January 26, 2015:
Approximately 5,192 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned has, and each participating underwriter has advised the undersigned that it has, complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[The remainder of this page intentionally left blank.]
Very truly yours,
Barclays Capital Inc.
Citigroup Global Markets Inc.
As Representatives of the several Underwriters
| By: | Barclays Capital Inc. | |||
| By: | /s/ Victoria Hale | |||
| Name: | Victoria Hale | |||
| Title: | Vice President | |||
| By: | Citigroup Global Markets Inc. | |||
| By: | /s/ Javier Artola | |||
| Name: | Javier Artola | |||
| Title: | Vice President | |||
