SOUTHCROSS ENERGY PARTNERS, L.P.
1700 Pacific Avenue, Suite 2900
Dallas, Texas 75201
(214) 979-3700
October 30, 2012
Via Edgar and Facsimile
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4628
Washington, D.C. 20549
Attn: | Mara L. Ransom, Assistant Director | |
| Division of Corporation Finance | |
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| Re: | Southcross Energy Partners, L.P. |
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| Registration Statement on Form S-1 |
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| File No. 333-180841 |
Ladies and Gentlemen:
Southcross Energy Partners, L.P. (the “Partnership”) herby withdraws its previous request for acceleration of the effective date of the above-captioned Registration Statement that was submitted to the staff of the Securities and Exchange Commission (the “Commission”) on October 26, 2012 and requests that the Commission accelerate the effective date of the above-captioned Registration Statement to 3:00 p.m., Washington, D.C. time, on November 1, 2012, or as soon as practicable thereafter.
The Partnership hereby acknowledges that:
· should 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 adequacy and accuracy 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.
| Very truly yours, | |
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| SOUTHCROSS ENERGY PARTNERS, L.P. | |
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| By: | Southcross Energy Partners GP, LLC, |
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| its general partner |
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| By: | /s/ David W. Biegler |
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| David W. Biegler |
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| President and Chief Executive Officer |
cc: | William N. Finnegan IV (By Email) |
| Latham & Watkins LLP |
| 811 Main Street |
| Suite 3700 |
| Houston, TX 77002 |
| Bill.Finnegan@lw.com |
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| Ryan J. Maierson (By Email) |
| Latham & Watkins LLP |
| 811 Main Street |
| Suite 3700 |
| Houston, TX 77002 |
| Ryan.Maierson@lw.com |
