VTTI Energy Partners LP
25-27 Buckingham Palace Road
London, SW1W 0PP
United Kingdom
July 14, 2014
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
| Attn: | Anne Parker, Branch Chief |
Division of Corporation Finance
| Re: | VTTI Energy Partners LP |
Registration Statement on Form F-1
File No. 333-196907
Ladies and Gentlemen:
Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), VTTI Energy Partners LP (the “Partnership”) hereby submits asExhibit A hereto for the Staff’s review certain pages of the Partnership’s draft Amendment No. 3 (“Amendment No. 3”) to the Partnership’s Registration Statement on Form F-1, File No. 333-196907 (the “Registration Statement”) containing the currently expected offering terms of the Partnership’s initial public offering (the “Offering”), including the bona fide price range pursuant to Item 501(b)(3) ofRegulation S-K, the maximum number of common units to be offered, the minimum quarterly distribution per unit and the total number of common and subordinated units to be outstanding after the Offering, but excluding information that the Partnership is entitled to omit under Rule 430A. The Partnership expects to include these Offering terms in Amendment No. 3, which the Partnership plans to file through EDGAR on or about July 21, 2014 prior to launching the Offering. Also, you may notice that certain numbers relating to the Partnership’s economic interest in VTTI MLP B.V. after the Offering have changed, which have affected certain pages included inExhibit A.
The Offering terms are a bona fide estimate, as of July 14, 2014, of the range of the minimum and maximum Offering price and the maximum number of securities to be offered. Should the bona fide estimates of these terms change, the figures presented in a subsequent amendment to the Registration Statement may increase or decrease.
The Partnership proposes to price the Offering with a bona fide price range of $19.00 to $21.00 per common unit, with a midpoint of $20.00 per common unit. In the Offering, VTTI MLP Partners B.V. proposes to sell up to 20,125,000 common units representing limited partner interests in the Partnership, including common units that may be purchased by the underwriters pursuant to their option to purchase up to 2,625,000 additional common units. As discussed with members of the Staff, this range is initially being provided for your consideration by correspondence due to the Partnership’s and the underwriters’ concern in regard to providing such information significantly in advance of the launch of the Offering given recent market volatility as well as the Partnership’s desire to provide all information necessary for the Staff to complete its review on a timely basis.
Additionally, the Partnership is enclosing its proposed marked copy of those pages to the Registration Statement that will be affected by the Offering terms described herein. These marked changes will be incorporated into Amendment No. 3.
The Partnership seeks confirmation from the Staff that it may launch the Offering with the price range and related information specified herein and include such price range in Amendment No. 3.
Securities and Exchange Commission
Page 2
Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel at Latham & Watkins LLP, Sean Wheeler at (713) 546-7418.
| Very truly yours, | ||||
| VTTI Energy Partners LP | ||||
| By: | VTTI Energy Partners GP LLC, its General Partner | |||
| By: | /s/ Rubel Yilmaz | |||
| Rubel Yilmaz | ||||
| Chief Financial Officer | ||||
| cc: | Sean Wheeler (Issuer’s counsel) |
Douglass M. Rayburn (Underwriter’s counsel)
Securities and Exchange Commission
Page 3
Exhibit A
