September 22, 2014
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Mara L. Ransom, Assistant Director |
Division of Corporation Finance
Re: | CONE Midstream Partners LP (the “Partnership”) |
Registration Statement on Form S-1 (File No. 333-198352)
Ladies and Gentlemen:
As representatives of the several underwriters of the Partnership’s proposed public offering of up to 20,125,000 common units representing limited partner interests of the Partnership, we hereby join the Partnership’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (NYT) on September 24, 2014, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Partnership’s Preliminary Prospectus dated September 17, 2014, through the date hereof:
Preliminary Prospectus dated September 17, 2014:
2,027 copies to prospective underwriters, institutional investors, dealers and others
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.
Very truly yours, | ||
WELLS FARGO SECURITIES, LLC | ||
MERRILL LYNCH, PIERCE, FENNER & SMITH | ||
INCORPORATED | ||
ROBERT W. BAIRD & CO. INCORPORATED | ||
As Representatives of the several Underwriters | ||
By: | WELLS FARGO SECURITIES, LLC | |
By: | /s/ David Herman | |
Name: David Herman | ||
Title: Director | ||
By: | MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |
By: | /s/ Michael Liloia | |
Name: Michael Liloia | ||
Title: Vice President | ||
By: | ROBERT W. BAIRD & CO. INCORPORATED | |
By: | /s/ Curtis H. Goot | |
Name: Curtis H. Goot | ||
Title: Managing Director |
Signature to Acceleration Letter