Lehigh Gas Partners LP
702 West Hamilton Street, Suite 203
Allentown, PA 18101
October 5, 2012
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: H. Roger Schwall, Assistant Director
Re: |
Lehigh Gas Partners LP |
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Amendment No. 4 to Registration Statement on Form S-1 |
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Filed October 4, 2012 |
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File No. 333-181370 |
Dear Mr. Schwall:
As discussed during a telephone conversation with the staff of the Division of Corporation Finance (the Staff) of the U.S. Securities and Exchange Commission (the Commission) on Thursday, October 4, 2012, and in an effort to facilitate the Staffs review of our Registration Statement on Form S-1 initially filed with the Commission on May 11, 2012, File No. 333-181370, as amended (the Registration Statement), we are supplementally providing to the Staff the disclosures in the Registration Statement that relate to, or are derived from, the price-range information for our initial public offering. Attached hereto are those pages to the Registration Statement that contain these disclosures, marked to show changes to Amendment No. 4 to the Registration Statement (filed October 4, 2012).
We appreciate your consideration of this information in this manner. Please direct any questions that you have with respect to the foregoing to Mark L. Miller of Lehigh Gas GP LLC at (610) 625-8039, Richard A. Silfen of Duane Morris LLP at (215) 979-1225 or Chad J. Rubin of the same firm at (215) 979-1204.
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Sincerely, | |
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Lehigh Gas Partners LP | |
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By: Lehigh Gas GP LLC | |
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its General Partner | |
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By: |
/s/ Mark L. Miller |
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Mark L. Miller | |
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Chief Financial Officer |
cc: |
Sandra Eisen (SEC) |
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Ethan Horowitz (SEC) |
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Sirimal R. Mukerjee (SEC) |
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Timothy S. Levenberg (SEC) |
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Brad Skinner (SEC) |
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Joseph V. Topper, Jr. (Lehigh Gas GP LLC) |
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James J. Devlin, Jr. (Lehigh Gas GP LLC) |
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Alan P. Baden (Vinson & Elkins L.L.P.) |
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Brenda K. Lenahan (Vinson & Elkins L.L.P.) |
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Richard A. Silfen (Duane Morris LLP) |
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Chad J. Rubin (Duane Morris LLP) |