SOUTHCROSS ENERGY PARTNERS, L.P.
1700 Pacific Avenue, Suite 2900
Dallas, Texas 75201
(214) 979-3700
December 6, 2013
Via Edgar
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4628
Washington, D.C. 20549-4628
Attn: Mara L. Ransom, Assistant Director
Division of Corporation Finance
Re: Southcross Energy Partners, L.P.
Registration Statement on Form S-3
File No. 333-192105
Ladies and Gentlemen:
Southcross Energy Partners, L.P. (the “Partnership”) requests acceleration of the effective date of the above-captioned Registration Statement to 3:00 p.m., Washington, D.C. time, on December 10, 2013, or as soon as practicable thereafter.
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 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: Ryan J. Maierson (By Email)
Latham & Watkins LLP
811 Main Street
Suite 3700
Houston, TX 77002
ryan.maierson@lw.com
