NGL Energy Partners LP
6120 South Yale Ave., Suite 805
Tulsa, OK 74136
July 25, 2016
VIA EDGAR
H. Roger Schwall
Assistant Director
Office of Natural Resources
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re: | NGL Energy Partners LP |
| Registration Statement on Form S-3 |
| File No. 333-212316 |
Dear Mr. Schwall:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, NGL Energy Partners LP (the “Company”) respectfully requests that the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) take such action as may be necessary and proper in order that the Registration Statement on Form S-3 (Registration No. 333-212316) (the “Registration Statement”) be declared effective at 4:00 p.m. (Washington D.C. time), on Wednesday, July 27, 2016, or as soon thereafter as practicable.
In connection with the foregoing request to accelerate the effectiveness of the Registration Statement, the Company acknowledges that:
1. should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
2. the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
3. the Company 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.