Marlin Midstream Partners, LP
2105 CityWest Boulevard, Suite 100
Houston, Texas 77042
July 22, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
| Attn: | Mara L. Ransom, Assistant Director |
Division of Corporation Finance
| Re: | Marlin Midstream Partners, LP |
Registration Statement on Form S-1
File No. 333-189645
Dear Ms. Ransom:
On behalf of Marlin Midstream Partners, LP (the “Partnership”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 2:00 p.m., Washington, D.C. time, on July 25, 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,
MARLIN MIDSTREAM PARTNERS, LP | ||
| By: | Marlin Midstream GP, LLC, | |
| its General Partner | ||
By: | /s/ Terry D. Jones | |
| ||
Terry D. Jones Executive Vice President and General Counsel | ||
| cc: | Lilyanna L. Peyser, Securities and Exchange Commission |
William Thompson, Securities and Exchange Commission
Brett E. Braden, Latham & Watkins LLP
David C. Buck, Andrews Kurth LLP
Stephanie C. Beauvais, Andrews Kurth LLP
