CORRESP 1 filename1.htm CORRESP
LOGO   

Denise R. Cade

Senior Vice President, General

Counsel and Corporate Secretary

 

SunCoke Energy, Inc.

1011 Warrenville Road

Suite 600

Lisle, IL 60532

630.824.1906 Phone

630.824.1106 Fax

drcade@suncoke.com

April 4, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Edward M. Kelly, Senior Counsel

 

  Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration No. 333-194213) of SunCoke Energy Partners, L.P., a Delaware limited partnership

Ladies and Gentlemen:

On behalf of SunCoke Energy Partners, L.P. (the “Partnership”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on Tuesday, April 8, 2014, or as soon thereafter as practicable. The Partnership hereby acknowledges that:

 

    should 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;

 

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and

 

    the Partnership may not assert staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

This request has been transmitted via EDGAR. If you need additional information, please contact Mike Rosenwasser (212-237-0019) or Michael Swidler (212-237-0020) of Vinson & Elkins L.L.P.

*        *        *         *        *


Securities and Exchange Commission

    Attn: Edward M. Kelly

April 4, 2014

Page 2

 

Very truly yours,
SUNCOKE ENERGY PARTNERS, L.P.
By:   SunCoke Energy Partners GP LLC,
  its general partner
  By:  

/s/ Denise R. Cade

  Name:   Denise R. Cade
  Title:   Senior Vice President, General Counsel and Corporate Secretary