8point3 Energy Partners LP
77 Rio Robles
San Jose, California 95134
June 16, 2015
BY EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Division of Corporation Finance
| Attention: | Ms. Mara L. Ransom | |
| Assistant Director |
| RE: | 8point3 Energy Partners LP | |
| Registration Statement on Form S-1 | ||
| File No. 333-202634 |
Dear Ms. Ransom:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, 8point3 Energy Partners LP (the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 4:00 p.m., Eastern Daylight Time, on June 18, 2015, or as soon as practicable thereafter. By separate letter, the underwriters of the issuance of the securities being registered have joined in this request for acceleration.
The Registrant hereby acknowledges that:
| 1. | should the Securities and Exchange Commission (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; |
| 2. | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| 3. | the Registrant 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. |
[Signature Page Follows]
| Sincerely, | ||||
| 8POINT3 ENERGY PARTNERS LP | ||||
| By: | 8point3 General Partner, LLC, its general partner | |||
| By: | /s/ Jason E. Dymbort | |||
| Name: | Jason E. Dymbort | |||
| Title: | General Counsel | |||
Signature Page to Acceleration Request
