November 20, 2013
VIA EDGAR
H. Roger Schwall
Assistant Director
Office of Chief Accountant
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: | Valero Energy Partners LP | |
Registration Statement on Form S-1 | ||
Filed September 19, 2013 | ||
File No. 333-191259 |
Dear Mr. Schwall:
Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), Valero Energy Partners LP (the “Partnership”) hereby submits the proposed offering terms of its initial public offering (the “Offering”), as reflected in the enclosed marked pages. The proposed offering terms will be included in a future amendment (the “Amendment”) to the Registration Statement on Form S-1, File No. 333-191259 (the “Registration Statement”). The provided terms reflect a bona fide estimate of the range of the minimum and maximum offering price and the maximum number of securities to be offered as of November 20, 2013. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease.
As discussed with members of the Staff, the proposed offering terms are being provided for your consideration by correspondence given the Partnership’s and the underwriters’ concern regarding providing such information significantly in advance of the launch of the offering. The Partnership seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include such price range in the Amendment.
U.S. Securities and Exchange Commission
November 20, 2013
Page 2
Should you have any questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (210) 345-5817, or Gerald M. Spedale of Baker Botts L.L.P. at (713) 229-1734.
Sincerely, |
/s/ Joseph W. Gorder |
Joseph W. Gorder |
Chief Executive Officer |
Valero Energy Partners GP LLC |
cc: | Gerald M. Spedale | |
Jay D. Browning | ||
Lawrence M. Schmeltekopf |