August 21, 2017
Via EDGAR
John Dana Brown
Attorney-Advisor
Office of Transportation and Leisure
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Mail Stop 3561
Re: | KNOT Offshore Partners LP Registration Statement onForm F-3 Filed May 26, 2017 File No. 333-218254 |
Set forth below is the response of KNOT Offshore Partners LP (the “Partnership”), to the comment contained in the letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated June 15, 2017, with respect to the above-captioned filing (the “Registration Statement”). The Partnership has filed Amendment No. 1 to the Registration Statement (“Amendment No. 1”) to respond to the Staff’s comment.
For your convenience, the response is prefaced by the exact text of the Staff’s comment in bold text.
General
1. | Please incorporate by reference theForm 6-K filed on May 16, 2017 or tell us why it is not required. Refer to Item 8.A.5 ofForm 20-F. |
Response: In response to the Staff’s comment, the Partnership has filed via EDGAR aForm 6-K dated August 10, 2017, which sets forth its unaudited financial statements, including notes thereto, as of and for the six months ended June 30, 2017 and a discussion of these results. The Partnership believes that the filing of theForm 6-K dated August 10, 2017 satisfies the requirements of Item 8.A.5 ofForm 20-F and that theForm 6-K filed on May 16, 2017 need not be incorporated by reference in the Registration Statement. The Partnership has identified theForm 6-K dated August 10, 2017 as being incorporated by reference and containing such financial results on page 2 of Amendment No. 1.
KNOT Offshore Partners LP | KNOT Offshore Partners LP | Partnership Registered Office | ||
2 Queen’s Cross | Centralpoint | Trust Company Complex | ||
Aberdeen Tel: +44 1224 618 420 | 45 Beech Street | Ajeltake Road | ||
AB15 4YB Fax: +44 1224 624 891 | London | Akeltake Island | ||
United Kingdom | EC2Y 8AD Tel: +44 0207 953 9738 | Majuro MH96960 | ||
VAT No. 168 5975 46 | United Kingdom |
Please direct any questions that you have with respect to the foregoing to Catherine Gallagher (202.639.6544) (cgallagher@velaw.com) or Adorys Velazquez (212.237.0036) (avelazquez@velaw.com) at Vinson & Elkins L.L.P.
Very truly yours, | ||||||
/s/ John Costain | ||||||
John Costain | ||||||
Chief Executive Officer and Chief Financial Officer |
cc: | Tonya K. Aldave (Securities and Exchange Commission) |