SEC Company Response from USA Compression Partners, LP (USAC) (CIK 0001522727) (USAC) — May 9, 2017
USA Compression Partners, LP (USAC) (CIK 0001522727)
Date: May 9, 2017 · CIK: 0001522727 · Accession: 0001104659-17-031220
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File numbers found in text: 333-217391
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CORRESP 1 filename1.htm May 9, 2017 Via EDGAR H. Roger Schwall Assistant Director U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: USA Compression Partners, LP Registration Statement on Form S-3 File No. 333-217391 Ladies and Gentlemen: On behalf of USA Compression Partners, LP (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-3 be accelerated to 2:00 p.m., Washington, D.C. time, on May 12, 2017, or as soon as practicable thereafter. As requested by the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”), 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. Thank you for your assistance with this matter. Securities and Exchange Commission May 9, 2017 Page 2 Very truly yours, USA COMPRESSION PARTNERS, LP By: /s/ Christopher W. Porter Name: Christopher W. Porter Title: Vice President, General Counsel and Secretary Enclosures cc: E. Ramey Layne, Vinson & Elkins L.L.P.