CORRESP 1 filename1.htm Correspondence

June 22, 2015

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attn: John Reynolds, Assistant Director
  Division of Corporation Finance

 

  Re: CNX Coal Resources Partners LP (the “Partnership”)
    Registration Statement on Form S-1 (File No. 333-203165)

Ladies and Gentlemen:

As representatives of the several underwriters of the Partnership’s proposed public offering of up to 11,500,000 common units representing limited partner interests of the Partnership, we hereby join the Partnership’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (NYT) on June 24, 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 Partnership’s Preliminary Prospectus dated June 15, 2015, through the date hereof:

Preliminary Prospectus dated June 15, 2015:

2,467 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.


Very truly yours,

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

                                 INCORPORATED

WELLS FARGO SECURITIES, LLC

 

As Representatives of the several Underwriters

By:

MERRILL LYNCH, PIERCE, FENNER & SMITH

                                 INCORPORATED

By: /s/ Michael Liloia
Name: Michael Liloia
Title: Vice-President
By: WELLS FARGO SECURITIES, LLC
By: /s/ David Herman
Name: David Herman
Title: Director

 

Signature to Acceleration Letter