Cypress Energy Partners, L.P.
5727 S. Lewis Ave., Suite 500
Tulsa, Oklahoma 74105
January 10, 2014
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attn: | H. Roger Schwall | |
Karina V. Dorin | ||
Division of Corporation Finance | ||
Re: | Cypress Energy Partners, L.P. | |
Registration Statement on Form S-1 | ||
File No. 333-192328 |
Ladies and Gentlemen:
On behalf of Cypress Energy Partners, L.P. (the “Partnership”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 4:00 p.m., Washington, D.C. time, on January 14, 2014, or as soon as practicable thereafter.
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. |
Very truly yours, | ||
Cypress Energy Partners, L.P. | ||
By: | /s/ G. Les Austin | |
G. Les Austin | ||
Vice President and Chief Financial Officer |
Cc: | Peter C. Boylan III |
Cypress Energy Partners, L.P. | |
Ryan J. Maierson | |
Latham & Watkins LLP | |
Joshua Davidson | |
Baker Botts L.L.P. |