Midcoast Energy Partners, L.P. 1100 Louisiana Street, Suite 3300 Houston, Texas 77002-5217
www.midcoastenergy.com |  |
January 23, 2015
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Attention: | Jennifer Thompson, Accounting Branch Chief | |
| Jason Niethamer, Assistant Chief Accountant | ||
| Lisa Sellars, Staff Accountant | ||
| Scott Anderegg, Staff Attorney | ||
| Via EDGAR | ||
| Re: | Midcoast Energy Partners, L.P. Form 10-K for the Fiscal Year Ended December 31, 2013 Filed February 18, 2014 File No. 001-36175 Registration Statement on Form S-3 Filed December 9, 2014 File No. 333-200810 | |
Dear Ladies and Gentlemen:
To supplement the response submitted to the staff dated January 15, 2015 to the comment letter received from the staff on December 23, 2014, relating to the above-referenced Annual Report on Form 10-K and Registration Statement on Form S-3, Midcoast Energy Partners, L.P. (the “Partnership”) confirms and acknowledges that:
| • | The Partnership is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to the filing; and |
| • | The Partnership may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If any member of the staff has questions regarding the foregoing, please contact Stephen J. Neyland at (713) 821-2167.
| Very truly yours, |
/s/ Stephen J. Neyland |
| Stephen J. Neyland |
| Vice President—Finance |
cc: C. Gregory Harper
Mark A. Maki
Noor Kaissi
Laura McMahon (Baker & Hostetler LLP)