DYNAGAS LNG PARTNERS LP
97 POSEIDONOS AVENUE & 2 FOIVIS STREET
GLYFADA, 16674, GREECE
June 11, 2014
BY EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
One Station Place
100 F Street N.E.
Washington, D.C. 20549
| Re: | Dynagas LNG Partners LP |
| Registration Statement on Form F-1 (No. 333-195477) |
Ladies and Gentlemen:
The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 24, 2014, as amended, be accelerated so that it will be made effective at 3:30 p.m. Eastern Daylight Time on June 12, 2014, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).
The undersigned registrant hereby acknowledges that (i) should 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; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant 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.
The undersigned registrant is aware of its obligations under the Act.
| Yours faithfully, | ||
| DYNAGAS LNG PARTNERS LP | ||
By: | /s/ Michael Gregos | |
Name: Michael Gregos | ||
Title: Chief Financial Officer | ||
June 11, 2014
Via EDGAR and Facsimile (202) 772-9220
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 7010
Washington, D.C. 20549-7010
Re: | Request for Acceleration of Effectiveness of Registration Statement on Form F-1 (Registration No. 333-195477) of Dynagas LNG Partners LP, a Marshall Islands limited partnership |
Ladies and Gentlemen:
As representatives of the several underwriters of Dynagas LNG Partners LP’s proposed public offering of up to 4,800,000 common units representing limited partner interests, we hereby join Dynagas LNG Partners LP’s request for acceleration of effectiveness of the above-referenced registration statement to 3:30 p.m. (Washington, D.C. time) on June 12, 2014, or as soon thereafter as is practicable.
With regard to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we have not effected any distribution of a preliminary prospectus relating to the offering as of the date hereof, but intend to do so upon effectiveness.
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, | ||||
CREDIT SUISSE SECURITIES (USA) LLC | ||||
MERRILL LYNCH, PIERCE FENNER & SMITH | ||||
INCORPORATED | ||||
MORGAN STANLEY & CO. LLC | ||||
| As Representatives of the several Underwriters | ||||
CREDIT SUISSE SECURITIES (USA) LLC | ||||
By: | /s/ Andrew Horrocks | |||
| Name: | Andrew Horrocks | |||
| Title: | Managing Director | |||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||||
By: | /s/ Michele Allong | |||
| Name: | Michele Allong | |||
| Title: | Authorized Signatory | |||
MORGAN STANLEY & CO. LLC | ||||
By: | /s/ Alice S. Vilma | |||
| Name: | Alice S. Vilma | |||
| Title: | Executive Director | |||
