October 1, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Pamela Long, Assistant Director | |
Division of Corporation Finance |
Re: | OCI Partners LP |
Registration Statement on Form S-1 (SEC File No. 333-189350) |
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, we hereby withdraw our previous request for acceleration of the effective date of the above referenced Registration Statement by letter dated September 27, 2013, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of OCI Partners LP that the effective date of the Registration Statement be accelerated so that it will be declared effective at 3:00 p.m., Eastern time, on October 3, 2013 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 2,000 copies of the Preliminary Prospectus dated September 23, 2013 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
BARCLAYS CAPITAL INC.
CITIGROUP GLOBAL MARKETS INC.
As representatives of the several underwriters
By: | MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |
By: | /s/ Richard A. Diaz | |
Name: Richard A. Diaz | ||
Title: Authorized Signatory | ||
By: | BARCLAYS CAPITAL INC. | |
By: | /s/ Crystal A. Simpson | |
Name: Crystal A. Simpson | ||
Title: Managing Director | ||
By: | CITIGROUP GLOBAL MARKETS INC. | |
By: | /s/ Jordan Kozar | |
Name: Jordan Kozar | ||
Title: Vice President |