CORRESP 1 filename1.htm CORRESP

PVR PARTNERS, LP

PENN VIRGINIA RESOURCE FINANCE CORPORATION II

Three Radnor Corporate Center, Suite 301

100 Matsonford Road

Radnor, Pennsylvania 19087

February 6, 2013

VIA EDGAR

Mara L. Ransom

Assistant Director

Division of Corporation Finance

United States Securities and

  Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

  Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-4 (Registration No. 333-185535) (the “Registration Statement”) of PVR Partners, L.P., Penn Virginia Resource Finance Corporation II and the Additional Registrants Listed in the Registration Statement (the “Registrants”)

Ladies and Gentlemen:

On behalf of the Registrants, pursuant to Rule 461 of the Securities Act of 1933, we hereby request that the effectiveness of the above captioned Registration Statement be accelerated so that the Registration Statement will become effective on February 8, 2013 at 5:00 p.m., Washington, D.C. time, or as soon thereafter as is practicable. The Registrants hereby acknowledge that:

 

   

should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (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 Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

   

the Registrants 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.

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February 6, 2013

Page 2

 

Please call Adorys Velazquez of Vinson & Elkins L.L.P., counsel to the Registrants, at (212) 237-0036 with any questions regarding this matter.

 

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

/s/ Bruce D. Davis, Jr.

Name:   Bruce D. Davis, Jr.
Title:   Executive Vice President, General Counsel and Secretary
PENN VIRGINIA RESOURCE FINANCE CORPORATION II
 

/s/ Bruce D. Davis, Jr.

Name:   Bruce D. Davis, Jr.
Title:   Executive Vice President, General Counsel and Secretary

 

Signature Page

Acceleration Request Letter