EMERGE ENERGY SERVICES LP
5600 Clearfork Main Street, Suite 400
Fort Worth, Texas 76109
(817) 618-4020
April 3, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
Re: Emerge Energy Services LP
Registration Statement on Form S-3
File No. 333-223800
Ladies and Gentlemen:
Emerge Energy Services LP (the “Partnership”) hereby requests pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement to 4:30 p.m., Washington, D.C. time, on April 5, 2018, 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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| EMERGE ENERGY SERVICES LP | |
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| By: | Emerge Energy Services GP LLC, |
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| its general partner |
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| By: | /s/ Deborah Deibert |
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| Deborah Deibert |
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| Chief Financial Officer |
cc: | Richard Shearer, Emerge Energy Services LP |
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| Warren B. Bonham, Emerge Energy Services LP |
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| Ryan J. Maierson, Latham & Watkins LLP |
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