0001193125-15-379470.txt : 20161017 0001193125-15-379470.hdr.sgml : 20161017 20151117130634 ACCESSION NUMBER: 0001193125-15-379470 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Noble Midstream Partners LP CENTRAL INDEX KEY: 0001647513 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 473011449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1001 NOBLE ENERGY WAY CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 281-872-3100 MAIL ADDRESS: STREET 1: 1001 NOBLE ENERGY WAY CITY: HOUSTON STATE: TX ZIP: 77070 CORRESP 1 filename1.htm Acceleration Request (Company)

NOBLE MIDSTREAM PARTNERS LP

1001 Noble Energy Way

Houston, Texas 77070

(281) 872-3100

November 17, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

 

  Re: Noble Midstream Partners LP
       Registration Statement on Form S-1 (File No. 333-207560)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, on behalf of Noble Midstream Partners LP (the “Partnership”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated by the Securities and Exchange Commission (the “Commission”) so that the Registration Statement, as then amended, will become effective under the Securities Act at 4:00 p.m., Eastern Standard Time, on November 19, 2015, or as soon thereafter as practicable.

The Partnership authorizes each of G. Michael O’Leary, George Vlahakos, or Stephanie Beauvais, all of whom are associated with our counsel Andrews Kurth LLP, to orally modify or withdraw this request for acceleration.

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 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.

We request that we be notified of such effectiveness by a telephone call to George Vlahakos of Andrews Kurth LLP at (713) 220-4351 and that such effectiveness also be confirmed in writing.

 

Very truly yours,
NOBLE MIDSTREAM PARTNERS LP
  By:   Noble Midstream GP LLC
    By:  

/s/ Terry R. Gerhart

      Terry R. Gerhart
      Chief Executive Officer

 

cc: G. Michael O’Leary, Andrews Kurth LLP
     George Vlahakos, Andrews Kurth LLP