| 811 Main Street, Suite 3700 | ||||||
| Houston, TX 77002 | ||||||
Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com | ||||||
 | FIRM / AFFILIATE OFFICES
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Via EDGAR and FedEx
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Attn: Loan Lauren P. Nguyen
Office of Natural Resources
Division of Corporate Finance
| Re: | Andeavor Logistics LP |
Amendment No. 1 to Registration Statement on FormS-4
Filed September 20, 2017
FileNo. 333-220088
On behalf of our client, Andeavor Logistics LP (“ALLP” or “we”), we are writing in response to comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) during a telephone conversation on September 26, 2017 with respect to ALLP’s Amendment No. 1 to the Registration Statement on FormS-4 (FileNo. 333-220088) filed on September 20, 2017 (as amended, the “Registration Statement”). Concurrently with the submission of this letter, we have filed through EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”). All page references contained in our responses below are to the pages of Amendment No. 2 in the form filed today with the Commission. Capitalized terms used but not defined in this letter have the meanings set forth in Amendment No. 2.
In response to the Staff’s comments, we have revised the Registration Statement to disclose the seven selected transactions that were considered by Citi in observing implied premiums in mergers between MLPs with operations in the midstream energy industry and to provide additional rationale for the selection of such transactions. Please see page 59 of Amendment No. 2.
* * * * *
September 26, 2017
Page 2 of 2
Please contact the undersigned if you have any questions or comments with respect to these responses to your comments.
| Sincerely, |
/s/ Sean T. Wheeler |
| Sean T. Wheeler |
| Latham & Watkins LLP |
| Cc: | Gregory J. Goff |
President and Chief Executive Officer
Andeavor Logistics LP