0001193125-16-672880.txt : 20160907 0001193125-16-672880.hdr.sgml : 20160907 20160805103802 ACCESSION NUMBER: 0001193125-16-672880 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VTTI Energy Partners LP CENTRAL INDEX KEY: 0001605725 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM BULK STATIONS & TERMINALS [5171] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 25-27 BUCKINGHAM PALACE ROAD CITY: LONDON STATE: X0 ZIP: SW1W0PP BUSINESS PHONE: 44 20 7973 4200 MAIL ADDRESS: STREET 1: 25-27 BUCKINGHAM PALACE ROAD CITY: LONDON STATE: X0 ZIP: SW1W0PP CORRESP 1 filename1.htm CORRESP

VTTI Energy Partners LP

25-27 Buckingham Palace Road

London, SW1W 0PP

United Kingdom

VIA EDGAR

August 5, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

 

Attn: Loan Lauren P. Nguyen, Legal Branch Chief
     Division of Corporation Finance

 

  Re: VTTI Energy Partners LP
       Registration Statement on Form F-3
       File No. 333-211047

Dear Ms. Nguyen:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of VTTI Energy Partners LP (the “Partnership”), respectfully requests that the effective date of the Registration Statement on Form F-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on Monday, August 8, 2016, or as soon as practicable thereafter.

In connection with this request, the Partnership hereby acknowledges 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 Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

  •   the Partnership 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.

Please contact Sean Wheeler of Latham & Watkins LLP, special U.S. counsel to the Partnership, at (713) 546-7418 or sean.wheeler@lw.com, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 

Very truly yours,
VTTI Energy Partners LP
By:  

VTTI Energy Partners GP LLC,

Its general partner

By:   /s/ Robert Nijst
  Robert Nijst
  Chief Executive Officer

 

cc: Sean T. Wheeler
     Latham & Watkins LLP