September 13, 2016
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
Re: | Noble Midstream Partners LP (the Partnership) |
Registration Statement on Form S-1 (File No. 333-207560) |
Ladies and Gentlemen:
As representatives of the several underwriters of the Partnerships proposed public offering of up to 14,375,000 common units representing limited partner interests in the Partnership, we hereby join the Partnerships request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (EDT) on September 14, 2016, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Partnerships Preliminary Prospectus dated September 7, 2016, through the date hereof:
Preliminary Prospectus dated September 7, 2016:
1,845 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, as amended.
(Signature Page Follows)
Very truly yours,
BARCLAYS CAPITAL INC. ROBERT W. BAIRD & CO. INCORPORATED J.P. MORGAN SECURITIES LLC As Representatives of the several Underwriters
By: BARCLAYS CAPITAL INC. | ||
By: | /s/ Victoria Hale | |
Name: | Victoria Hale | |
Title: | Vice President |
By: ROBERT W. BAIRD & CO. INCORPORATED | ||
By: | /s/ Curtis H. Goot | |
Name: | Curtis H. Goot | |
Title: | Managing Director |
By: J.P. MORGAN SECURITIES LLC | ||
By: | /s/ Yaw Asamoah-Duodu | |
Name: | Yaw Asamoah-Duodu | |
Title: | Managing Director |