0001193125-13-020576.txt : 20130328 0001193125-13-020576.hdr.sgml : 20130328 20130123145502 ACCESSION NUMBER: 0001193125-13-020576 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVR PARTNERS, L. P. CENTRAL INDEX KEY: 0001144945 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 233087517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610 975 8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR PARTNERS, L P DATE OF NAME CHANGE: 20120817 FORMER COMPANY: FORMER CONFORMED NAME: PENN VIRGINIA RESOURCE PARTNERS L P DATE OF NAME CHANGE: 20010713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: K RAIL LLC CENTRAL INDEX KEY: 0001242334 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 233094006 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, STE 301 CITY: RADNOR STATE: PA ZIP: 19807 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, STE 301 CITY: RADNOR STATE: PA ZIP: 19807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOADOUT LLC CENTRAL INDEX KEY: 0001242336 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 233094002 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19807 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA OPERATING CO., LLC CENTRAL INDEX KEY: 0001242337 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 233094000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19807 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19807 FORMER COMPANY: FORMER CONFORMED NAME: PENN VIRGINIA OPERATING CO LLC DATE OF NAME CHANGE: 20030616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIELDCREST RESOURCES LLC CENTRAL INDEX KEY: 0001242338 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 020661951 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19807 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNCREST RESOURCES LLC CENTRAL INDEX KEY: 0001242340 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 020662120 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19807 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVR FINCO LLC CENTRAL INDEX KEY: 0001473011 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 263038539 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR Finco LLC DATE OF NAME CHANGE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVR MIDSTREAM LLC CENTRAL INDEX KEY: 0001473012 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 202425250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR Midstream LLC DATE OF NAME CHANGE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DULCET ACQUISITION LLC CENTRAL INDEX KEY: 0001473014 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 300461025 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: Dulcet Acquisition LLC DATE OF NAME CHANGE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TONEY FORK LLC CENTRAL INDEX KEY: 0001473015 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: Toney Fork LLC DATE OF NAME CHANGE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONNECT ENERGY SERVICES, LLC CENTRAL INDEX KEY: 0001473016 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 200623350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: Connect Energy Services, LLC DATE OF NAME CHANGE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONNECT GAS PIPELINE LLC CENTRAL INDEX KEY: 0001473018 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 205145683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD. SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD. SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: Connect Gas Pipeline LLC DATE OF NAME CHANGE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVR GAS PIPELINE, LLC CENTRAL INDEX KEY: 0001473021 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 203424891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR Gas Pipeline, LLC DATE OF NAME CHANGE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVR GAS PROCESSING, LLC CENTRAL INDEX KEY: 0001473036 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 421597313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR Hamlin, LLC DATE OF NAME CHANGE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVR HYDROCARBONS LLC CENTRAL INDEX KEY: 0001473040 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731410518 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR Hydrocarbons LLC DATE OF NAME CHANGE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVR LAVERNE GAS PROCESSING, LLC CENTRAL INDEX KEY: 0001473044 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731520381 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR Laverne Gas Processing LLC DATE OF NAME CHANGE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVR GAS GATHERING, LLC CENTRAL INDEX KEY: 0001473049 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 262894313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR North Texas Gas Gathering, LLC DATE OF NAME CHANGE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVR MARCELLUS GAS GATHERING, LLC CENTRAL INDEX KEY: 0001489603 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 272142725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-687-8900 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR Marcellus Gas Gathering, LLC DATE OF NAME CHANGE: 20100415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA RESOURCE FINANCE CORP II CENTRAL INDEX KEY: 0001562470 IRS NUMBER: 455153677 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVR WATER SERVICES, LLC CENTRAL INDEX KEY: 0001562482 IRS NUMBER: 453249168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR Water Services, LLC DATE OF NAME CHANGE: 20121116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVR NEPA GAS GATHERING, LLC CENTRAL INDEX KEY: 0001562483 IRS NUMBER: 383877838 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: PVR NEPA Gas Gathering LLC DATE OF NAME CHANGE: 20121116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LJL, LLC CENTRAL INDEX KEY: 0001562484 IRS NUMBER: 263337498 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KANAWHA RAIL LLC CENTRAL INDEX KEY: 0001562485 IRS NUMBER: 621602163 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-975-8200 MAIL ADDRESS: STREET 1: THREE RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 301 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: Kanawha Rail LLC DATE OF NAME CHANGE: 20121116 CORRESP 1 filename1.htm Supplemental Letter

Execution Copy

PVR PARTNERS, LP

PENN VIRGINIA RESOURCE FINANCE CORPORATION II

Three Radnor Corporate Center, Suite 301

100 Matsonford Road

Radnor, Pennsylvania 19087

January 23, 2013

Securities and Exchange Commission

100 F Street NE

Mail Stop 7010

Washington, D.C. 20549-7010

Attn:

   

Mara L. Ransom

Division of Corporation Finance

Re:   

Registration Statement on Form S-4

File No. 333-185535

Dear Ms. Ransom:

This letter supplements the Registration Statement on Form S-4 (File No. 333-185535) of PVR Partners, L.P. (the “Partnership”), Penn Virginia Resource Finance Corporation II (together with the Partnership, the “Issuers”) and the co-registrants named therein (together with the Issuers, the “Registrants”) with respect to an offer to exchange (the “Exchange Offer”) the Issuers’ 8.375% Senior Notes due 2020 (the “Outstanding Notes”), which were originally issued on May 17, 2012 to international and U.S. investors pursuant to Regulation S and Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), for new notes with terms materially identical to the Outstanding Notes but which have been registered under the Securities Act (the “Exchange Notes”), and, therefore, will not be subject to the transfer restrictions applicable to the Outstanding Notes. In connection with the above-referenced Registration Statement on Form S-4 (the “Registration Statement”), the Registrants hereby confirm and represent as follows:

1. The Registrants are registering the Exchange Offer in reliance on the position and representations of the staff of the Securities and Exchange Commission (the “Staff”) set forth in Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991), and Exxon Capital Holding Corp., SEC No-Action Letter (available May 13, 1988) (together, the “No Action Letters”).

2. The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Registrants’ knowledge and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal)

Securities and Exchange Commission

January 23, 2013

Page 2

 

that, if such person is tendering Outstanding Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes, such person (i) cannot rely on the Staff’s position enunciated in the No Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K.

3. The Registrants will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that any broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

4. Neither the Registrants nor any of their respective affiliates have entered into any arrangement or understanding with any broker-dealer to distribute the Exchange Notes.

5. The Registrants will include in the letter of transmittal to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the effect that if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer. The letter of transmittal also will include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

[Signature Page Follows.]

If any additional supplemental information is required by the Staff, please contact the undersigned at (610) 975-8200 or Adorys Velazquez of Vinson & Elkins L.L.P., whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

 

Very truly yours,
PVR PARTNERS, L.P.
By:   PVR GP, LLC, its General Partner

/s/ William H. Shea, Jr.

Name:   William H. Shea, Jr.
Title:   President and Chief Executive Officer
PENN VIRGINIA RESOURCE FINANCE CORPORATION II

/s/ William H. Shea, Jr.

Name:   William H. Shea, Jr.
Title:   President and Chief Executive Officer

CONNECT ENERGY SERVICES, LLC

CONNECT GAS PIPELINE LLC

PVR GAS PIPELINE, LLC

PVR GAS PROCESSING LLC

PVR HYDROCARBONS LLC

PVR LAVERNE GAS PROCESSING LLC

PVR MARCELLUS GAS GATHERING, LLC

PVR GAS GATHERING LLC

By:   PVR MIDSTREAM LLC, their sole member

/s/ William H. Shea, Jr.

Name:   William H. Shea, Jr.
Title:   President and Chief Executive Officer

Signature Page to Correspondence

PVR FINCO LLC
By:   PVR PARTNERS, L.P., its sole member

/s/ William H. Shea, Jr.

Name:   William H. Shea, Jr.
Title:   President and Chief Executive Officer
PENN VIRGINIA OPERATING CO., LLC
By:   PVR FINCO LLC, its sole member

/s/ William H. Shea, Jr.

Name:   William H. Shea, Jr.
Title:   President and Chief Executive Officer

DULCET ACQUISITION LLC

FIELDCREST RESOURCES LLC

K RAIL LLC

KANAWHA RAIL LLC

LJL, LLC

LOADOUT LLC

SUNCREST RESOURCES LLC

TONEY FORK LLC

By:   PENN VIRGINIA OPERATING CO., LLC, their sole member

/s/ William H. Shea, Jr.

Name:   William H. Shea, Jr.
Title:   President and Chief Executive Officer

PVR WATER SERVICES, LLC

PVR NEPA GAS GATHERING, LLC

By:   PVR MARCELLUS GAS GATHERING, LLC, their sole member

/s/ William H. Shea, Jr.

Name:   William H. Shea, Jr.
Title:   President and Chief Executive Officer

Signature Page to Correspondence