| 2801 Post Oak Blvd. Suite 600 Houston, Texas 77056
Tel: 713/960-9111 Fax: 713/960-9420 | |||||
July 25, 2014
Pamela Long
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
| Re: | Westlake Chemical Partners LP |
| Amendment No. 5 to Registration Statement on Form S-1 |
| Filed July 21, 2014 |
| File 333-195551 |
Ladies and Gentlemen:
Set forth below is the response of Westlake Chemical Partners LP (the “Partnership”, “we,” “us”or “our”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 24, 2014, with respect to Amendment No. 5 to Registration Statement on Form S-1, File No. 333-195551, filed with the Commission on July 21, 2014 (the “Registration Statement”).
For your convenience, our response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
Unaudited Pro Forma Combined Carve-Out Financial Statements, page F-1
| 1. | We note your response to comment four in our letter dated July 18, 2014. Please expand your disclosures in the notes to the pro forma financial statements to supplementally disclose the number of offering units whose proceeds will be used to pay the distribution to Westlake. |
RESPONSE: The Partnership acknowledges the Staff’s comment and proposes to revise its disclosure to include the following sentence:
“The number of common units that we would have been required to issue to fund the $151,706 distribution to Westlake is 7,585,300.”
The Partnership proposes to include this additional disclosure in its final prospectus (to be filed pursuant to Rule 424 of the Securities Act of 1933, as amended, following effectiveness) of the Registration Statement on pageF-9 under “Pro forma net income per unit” of the notes to the unaudited pro forma combined carve-out financial statements. We do not believe that the proposed additional disclosure will be material to a prospective investor’s understanding of our business and thus believe disclosure via the final prospectus is appropriate. Moreover, the Partnership notes that a prospective investor would have been able to derive the number of common units required to fund the distribution to Westlake based on the previous disclosure.
* * * * *
Securities and Exchange Commission
July 25, 2014
Page 2
Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.
Very truly yours, | ||
| WESTLAKE CHEMICAL PARTNERS LP | ||
By: | /s/ L. Benjamin Ederington | |
Name: | L. Benjamin Ederington | |
Title: | Vice President, General Counsel and Secretary | |
Enclosures
| cc: | David P. Oelman, Vinson & Elkins LLP |
| E. Ramey Layne, Vinson & Elkins LLP |
| William N. Finnegan IV, Latham & Watkins LLP |