Execution Copy
PVR PARTNERS, LP
PENN VIRGINIA RESOURCE FINANCE CORPORATION II
Three Radnor Corporate Center, Suite 301
100 Matsonford Road
Radnor, Pennsylvania 19087
January 23, 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 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. In connection with the above-referenced Registration Statement on Form S-4 (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 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)
Securities and Exchange Commission
January 23, 2013
Page 2
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 letter of transmittal to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the effect that 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. The letter of transmittal also will include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
[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/ William H. Shea, Jr. | ||
| Name: | William H. Shea, Jr. | |
| Title: | President and Chief Executive Officer | |
| PENN VIRGINIA RESOURCE FINANCE CORPORATION II | ||
/s/ William H. Shea, Jr. | ||
| Name: | William H. Shea, Jr. | |
| Title: | President and Chief Executive Officer | |
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/ William H. Shea, Jr. | ||
| Name: | William H. Shea, Jr. | |
| Title: | President and Chief Executive Officer | |
Signature Page to Correspondence
| PVR FINCO LLC | ||
| By: | PVR PARTNERS, L.P., its sole member | |
/s/ William H. Shea, Jr. | ||
| Name: | William H. Shea, Jr. | |
| Title: | President and Chief Executive Officer | |
| PENN VIRGINIA OPERATING CO., LLC | ||
| By: | PVR FINCO LLC, its sole member | |
/s/ William H. Shea, Jr. | ||
| Name: | William H. Shea, Jr. | |
| Title: | President and Chief Executive 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/ William H. Shea, Jr. | ||
| Name: | William H. Shea, Jr. | |
| Title: | President and Chief Executive Officer | |
PVR WATER SERVICES, LLC PVR NEPA GAS GATHERING, LLC | ||
| By: | PVR MARCELLUS GAS GATHERING, LLC, their sole member | |
/s/ William H. Shea, Jr. | ||
| Name: | William H. Shea, Jr. | |
| Title: | President and Chief Executive Officer | |
Signature Page to Correspondence
