November 15, 2012
Via EDGAR and Facsimile (202) 772-9220
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: Anne Nguyen Parker
| Re: | Request for Acceleration of Effectiveness of Registration Statement on Form S-1 |
| (Registration No. 333-183671) of Alon USA Partners, LP, a Delaware limited partnership |
Ladies and Gentlemen:
As representatives of the several underwriters of Alon USA Partners, LP’s (the “Partnership”) proposed initial public offering of up to 11,500,000 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 November 19, 2012, 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 November 9, 2012, through the date hereof:
Preliminary Prospectus dated November 9, 2012
7,642 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, | ||
| GOLDMAN, SACHS & CO. | ||
| By: | /s/ Will Bousquette | |
| Name: | Will Bousquette | |
| Title: | Managing Director | |
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Alexander Kroner | |
| Name: | Alexander Kroner | |
| Title: | Managing Director | |
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Mark W. Hobbs | |
| Name: | Mark W. Hobbs | |
| Title: | Managing Director | |
SIGNATURE PAGE
ACCELERATION REQUEST LETTER
