January 15, 2013
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: Erin Jaskot
Re: | Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (Registration No. 333-183162) of SunCoke Energy Partners, L.P., a Delaware limited partnership |
Ladies and Gentlemen:
As representatives of the several underwriters of SunCoke Energy Partners, L.P.’s (the “Partnership”) proposed initial public offering of up to 15,525,000 common units representing limited partner interests, we hereby join the Partnership’s request for acceleration of effectiveness of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (Washington, D.C. time) on January 17, 2013, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the preliminary prospectus relating to the Partnership’s initial public offering, dated January 8, 2013, through the date hereof:
Preliminary Prospectus dated January 8, 2013
8,475 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advises that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
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Very truly yours, | ||
BARCLAYS CAPITAL INC. | ||
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
CITIGROUP GLOBAL MARKETS INC. | ||
CREDIT SUISSE SECURITIES (USA) LLC | ||
J.P. MORGAN SECURITIES LLC | ||
As Representatives of the several Underwriters | ||
BARCLAYS CAPITAL INC. | ||
BY: | /s/ Victoria Hale | |
Name: Victoria Hale | ||
Title: Vice President | ||
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
BY: | /s/ Mitchell Theis | |
Name: Mitchell Theis | ||
Title: Managing Director | ||
CITIGROUP GLOBAL MARKETS INC. | ||
BY: | /s/ Brennan Smith | |
Name: Brennan Smith | ||
Title: Managing Director | ||
CREDIT SUISSE SECURITIES (USA) LLC | ||
BY: | /s/ Robert Santangelo | |
Name: Robert Santangelo | ||
Title: Managing Director | ||
J.P. MORGAN SECURITIES LLC | ||
BY: | /s/ Robert Birdsey | |
Name: Robert Birdsey | ||
Title: Vice President |
SIGNATURE PAGE
ACCELERATION REQUEST LETTER