Dynagas LNG Partners LP
97 Poseidonos Avenue & 2 Foivis Street
Glyfada, 16674, Greece
November 8, 2013
BY EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance One Station Place
100 F Street N.E.
Washington, D.C. 20549
Re: | Dynagas LNG Partners LP |
Registration Statement on Form F-1 (No. 333-191653) |
Ladies and Gentlemen:
The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 10, 2013, as amended, be accelerated so that it will be made effective at 2:00 p.m. (Washington, D.C. time) on November 12, 2013, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).
The undersigned registrant hereby acknowledges that (i) 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; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant 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.
The undersigned registrant is aware of its obligations under the Act.
Yours faithfully,
DYNAGAS LNG PARTNERS LP
By:/s/ Michael Gregos
Name: Michael Gregos
Title: Chief Financial Officer
November 8, 2013
Via EDGAR and Facsimile (202) 772-9220
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 7010
Washington, D.C. 20549-7010
Attention: Loan Lauren P. Nguyen—Special Counsel
Re: | Request for Acceleration of Effectiveness of Registration Statement on Form F-1 (Registration No. 333-191653) of Dynagas LNG Partners LP, a Marshall Islands limited partnership |
Ladies and Gentlemen:
As representatives of the several underwriters of Dynagas LNG Partners LP’s proposed initial public offering of up to 12,500,000 common units representing limited partner interests, we hereby join Dynagas LNG Partners LP’s request for acceleration of effectiveness of the above-referenced registration statement to 2:00 p.m. (Washington, D.C. time) on November 12, 2013, 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 preliminary prospectus relating to the initial public offering of Dynagas LNG Partners LP’s, dated November 5, 2013, through the date hereof:
Preliminary Prospectus dated November 5, 2013
4,170 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advises that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
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Very truly yours,
CREDIT SUISSE SECURITIES (USA) LLC MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters
CREDIT SUISSE SECURITIES (USA) LLC | ||
By: | /s/ Stefanie Bohm | |
Name: Stefanie Bohm Title: Director |
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
By: | /s/ Michele A. H. Allong | |
Name: Michele A. H. Allong Title: Authorized Signatory |
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Steven D. Williams | |
Name: Steven D. Williams Title: Executive Director |
SIGNATURE PAGE
ACCELERATION REQUEST LETTER