Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
UBS Securities LLC
299 Park Avenue
New York, New York 10171
May 6, 2014
VIA FACSIMILE AND EDGAR
Ms. Angie Kim
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
Re: PBF Logistics LP
Registration Statement on Form S-1
File No.: 333-195024
Ladies and Gentlemen:
Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as Representatives of the several Underwriters, hereby join in the request of PBF Logistics LP (the “Company”) that the effective date of the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”) be accelerated so that the Registration Statement may become effective at 4:00 p.m. EST on May 8, 2014, or as soon as possible thereafter.
Pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act regarding the distribution of preliminary prospectuses, we hereby advise the Commission that the distribution of the Preliminary Prospectus dated April 30, 2014 (the “Preliminary Prospectus”), relating to the proposed initial public offering of the Company’s common units representing limited partner interests commenced April 30, 2014. In excess of five thousand nine hundred and seven (5,907) copies of the Preliminary Prospectus were distributed to prospective underwriters, institutional investors, dealers and others. The Preliminary Prospectus has been available on the Commission’s website since April 30, 2014.
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In connection with the distribution of the Preliminary Prospectus for the above-mentioned issue, the underwriters have confirmed that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours, | ||
Barclays Capital Inc. | ||
UBS Securities LLC | ||
For themselves and on behalf of the | ||
several Underwriters |
BARCLAYS CAPITAL INC. |
/s/ Victoria Hale |
Name: Victoria Hale |
Title: Vice President |
UBS SECURITIES LLC |
/s/ Rome Arnold |
Name: Rome Arnold Title: Managing Director |
/s/ Ephraim Musokwa |
Name: Ephraim Musokwa Title: Associate Director |