SecProbe.io

July 18, 2012
 Via E-mail

Nathaniel August Director Mangrove Partners 10 East 53rd Street, 31st Floor New York, NY 10022
Re: Nabi Biopharmaceuticals
 Preliminary Proxy Statement on Schedule 14A
Filed July 13, 2012 by The Mangrove Partners Fund, L.P., et al. File No. 001-35285

Dear Mr. August:
 We have reviewed your filing and have the following comments.
 Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

General

1. In light of the pending tender offer by the company, please update your disclosure to
advise stockholders that shares that are te ndered and accepted in the tender offer cannot
be voted at the special meeting.

2. To the extent applicable, please revise  your disclosure to provide a background
discussion of any communications between Mangrove Partners and the company.

Proposal No. 1, page 5
A Better Alternative Exists for Maximizing Shareholder Value, page 6

3. We note your estimate of cash per share, cash  burn and assets avai lable for liquidation.
Please advise us as to whether you consid ered the effects of the company’s pending
tender offer, particularly the reduction in cash of up to $23 million, on your estimates of cash per share and estimated liquidation value.  Please further advise us as to whether or
how the pending tender offer influenced your recommendation with respect to voting for

Nathaniel August Mangrove Partners July 18, 2012 Page 2

 the proposed Transaction.  Consider including updated or additional disclosure in this
regard.
4. Please provide additional information to s upport your opinion that there has been a
substantial change in Nabi’s investor base  and that current stoc kholders’ main objective
is to have Nabi’s substantial cash holdings efficiently returned to them.
Mangrove Partners believes that there are effici ent way to structure a wind-down outside of a
formal Delaware liquidation, page 7

5. Please revise your disclosure to clarify th at the company’s proposed liquidation will not
require shareholders to wait three years before receiving any liquidating dividend or
distribution of assets in light of the company’s stated intent to pay an initial or interim
liquidating distribution.
 Certain Information Regarding Nabi a nd the Proposed Transaction, page 15

6. You refer security holders to information that will be cont ained in the company’s proxy
statement for the special meeting. We presum e that you are relying upon Rule 14a-5(c) to
refer to this information. If so, please note that we believe that reliance upon Rule 14a-
5(c) before the company distributes the in formation to security holders would be
inappropriate. Alternatively, if you disseminate your proxy statement before distribution
of the company’s proxy statement, you must pr ovide the omitted information to security
holders in your own proxy statement. Please confirm your understanding in your
response letter.
 Solicitation of Proxies, page 19

7. Please revise your disclosure to differenti ate between the “Mangrove Partners,” as you
have defined such term on page 1, that are conducting the solicitation and the “Group,” as
you have defined such term under “Other Participant Information” on page 19.
8. You state on page 19 that proxies may be solicited by mail, facsimile, telephone,
telegraph, in person and by advertisements.  Please confirm your understanding that all
written soliciting materials, including as scri pts to be used in soliciting proxies over the
telephone, must be filed under cover of Schedul e 14A.  Refer to Rule 14a-6(b) and (c).

9. Please revise to fill in the blanks on page 19 regarding estimated aggregate expenses and
expenses incurred to date.
 Form of Proxy

10. Please mark your form of proxy “Preliminary Copy.”  See Rule 14a-6(e)(1).

Nathaniel August Mangrove Partners July 18, 2012 Page 3

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the filing persons are in possession of
all facts relating to  their disclosure, they are responsible  for the accuracy and adequacy of the
disclosures they have made.
 In responding to our comments, please pr ovide a written statement from each filing
person acknowledging that:
 the filing person is responsible for the adequ acy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the filing person may not assert staff comment s as a defense in any proceeding initiated
by the Commission or any person under the fede ral securities laws of the United States.

Please contact Karen Ubell, Staff Attorne y, at (202) 551-3873 or me at (202) 551-3503
with any questions.
Sincerely,
   /s/ David L. Orlic

David L. Orlic Special Counsel Office of Mergers and Acquisitions
cc: Steve Wolosky
Olshan Frome Wolosky LLP swolosky@olshanlaw.com