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SEC Company Response from PLAINS GP HOLDINGS LP (PAGP) (CIK 0001581990) (PAGP) — Oct 10, 2013

PLAINS GP HOLDINGS LP (PAGP) (CIK 0001581990)
Date: Oct. 10, 2013 · CIK: 0001581990 · Accession: 0001104659-13-075155

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File numbers found in text: 333-190227

Date
October 10, 2013
Author
Assistant Director
Form
CORRESP
Company
PLAINS GP HOLDINGS LP (PAGP) (CIK 0001581990)

Letter

Re: Plains GP Holdings, L.P.

October 10, 2013

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Registration Statement on Form S-1

File No. 333-190227

Ladies and Gentlemen:

On behalf of Plains GP Holdings, 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 October 15, 2013, or as soon thereafter as practicable. The Partnership hereby acknowledges that:

· should the Securities and Exchange Commission (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 accuracy and adequacy of the disclosure in the filing; and

· the Partnership may not assert staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

This request has been transmitted via EDGAR. If you need additional information, please contact Alan Beck (713) 758-3638 of Vinson & Elkins L.L.P.

* * * * *

Very truly yours,
PLAINS GP HOLDINGS, L.P.

Show Raw Text
CORRESP
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filename1.htm

October 10, 2013

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Plains GP Holdings, L.P.

Registration Statement on Form S-1

File No. 333-190227

Ladies and Gentlemen:

On behalf of Plains GP Holdings, 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 October 15, 2013, or as soon thereafter as practicable. The Partnership hereby acknowledges that:

·                  should the Securities and Exchange Commission (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 accuracy and adequacy of the disclosure in the filing; and

·                  the Partnership may not assert staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

This request has been transmitted via EDGAR. If you need additional information, please contact Alan Beck (713) 758-3638 of Vinson & Elkins L.L.P.

*              *              *              *              *

Very   truly yours,

PLAINS   GP HOLDINGS, L.P.

By:

PAA   GP HOLDINGS LLC,

its   general partner

By:

/s/   Richard McGee

Name:

Richard   McGee

Title:

Executive   Vice President, General Counsel and Secretary

cc:                                David Oelman, Vinson & Elkins L.L.P.

Alan Beck, Vinson & Elkins L.L.P.

Joshua Davidson, Baker Botts L.L.P.

Jason Rocha, Baker Botts L.L.P.

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