May 13, 2013
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: Paul Mansour
| Re: | Request for Acceleration of Effectiveness of Registration Statement on |
| Form S-1 (Registration No. 333-187631) of CVR Refining, LP, |
| a Delaware limited partnership (the“Partnership”) |
Ladies and Gentlemen:
As representatives of the several underwriters of the Partnership’s proposed public offering of 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 May 14, 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 public offering, dated May 13, 2013, through the date hereof:
Preliminary Prospectus dated May 13, 2013
250 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.
[The remainder of this page is intentionally left blank.]
Very truly yours, | ||
CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Robert Santangelo | |
Name: Robert Santangelo | ||
Title: Managing Director | ||
As Representative of the several Underwriters | ||
SIGNATURE PAGE
ACCELERATION REQUEST LETTER
