VTTI ENERGY PARTNERS LP
25-27 Buckingham Palace Road
London, SW1W 0PP, United Kingdom
+44 20 7973 4200
July 29, 2014
Via Edgar and Facsimile
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4628
Washington, D.C. 20549
Attn: Anne Nguyen Parker, Branch Chief
| Re: | | VTTI Energy Partners LP |
Registration Statement on Form F-1
File No. 333-196907
Ladies and Gentlemen:
On behalf of VTTI Energy Partners LP (the “Partnership”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on FormF-1 be accelerated to 4:00 p.m., Washington, D.C. time, on July 31, 2014, or as soon as practicable thereafter.
The Partnership hereby acknowledges that:
| • | | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | | the Partnership may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| | |
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 T. Wheeler, Latham & Watkins LLP |
Douglass M. Rayburn, Baker Botts L.L.P.