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June 23, 2015
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
| Re: | Green Plains Partners LP |
| Registration Statement on Form S-1 (File No. 333-204279) |
Ladies and Gentlemen:
As the representatives of the several underwriters of the Green Plains Partners LP (the “Partnership”) proposed initial public offering of up to 11,500,000 common units representing limited partner interests in the Partnership, we hereby join the Partnership’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 3:00 p.m., Washington, D.C. time, on June 25, 2015, 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 Preliminary Prospectus dated June 16, 2015, through the date hereof:
Preliminary Prospectus dated June 16, 2015:
1,734 copies to prospective underwriters, institutional investors, dealers and others.
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The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
| Very truly yours, | ||
BARCLAYS CAPITAL INC. MERRILL LYNCH, PIERCE FENNER & SMITH As Representatives of the several Underwriters | ||
| By: BARCLAYS CAPITAL INC. | ||
| By: | /s/ Victoria Hale | |
| Name: | Victoria Hale | |
| Title: | Vice President | |
| By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Michael Liloia | |
| Name: | Michael Liloia | |
| Title: | Vice President | |