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SEC Response Letter to Previous DRS Filing

 [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]

May 20, 2014

 BY HAND AND EDGAR

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Division of Corporation Finance

Attention:

Mara L. Ransom

Assistant Director

RE:

NextEra Energy Partners, LP

Draft Registration Statement on Form S-1

Confidentially Submitted April 4, 2014

 CIK No. 0001603145

 Ladies and Gentlemen:

On behalf of NextEra Energy Partners, LP (the “Partnership”), enclosed is a copy of the Partnership’s Registration
Statement on Form S-1 (the “Registration Statement”), marked to show changes from the Confidential Draft Registration Statement (the “Draft Registration Statement”) submitted to the Securities and Exchange
Commission (the “Commission”) on April 4, 2014. The changes reflected in the Registration Statement include those made in response to the comments of the staff of the Commission (the “Staff”) set forth in the
Staff’s letter of May 2, 2014 (the “Comment Letter”). The Registration Statement also includes other changes that are intended to update, clarify and render more complete the information contained therein.

Set forth below are the Partnership’s responses to the Staff’s comments. The headings and paragraph numbers of this letter
correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold text below. Capitalized terms used but not defined herein
have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Registration Statement.

 United States Securities and Exchange Commission

May 20, 2014

  Page
 2

 1. Please supplementally provide us with copies of all written communications, as defined in Rule 405
under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker
or dealer that is participating or will participate in your offering.

 In response to the Staff’s comment, the Partnership
respectfully advises the Staff that, to-date, neither the Partnership nor anyone authorized to do so on its behalf has presented any written communication, as defined in Rule 405 under the Securities Act, to potential investors in reliance on
Section 5(d) of the Securities Act in connection with the proposed offering of the Partnership’s securities. Similarly, the Partnership advises the Staff that, to date, the Partnership is not aware of any research reports about the
Partnership that have been published or distributed in reliance on Section 2(a)(3) of the Securities Act added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate
in the Partnership’s offering. The Partnership represents, to the extent that there are any written communications, as defined in Rule 405 under the Securities Act, that the Partnership, or anyone authorized to do so on its behalf, presents to
potential investors in reliance on Section 5(d) of the Securities Act, or any research reports published or distributed, the Partnership will supplementally provide them to the Commission for review.

2. We note a number of blank spaces throughout your registration statement for information that you are not entitled to omit under Rule 430A. Please revise
throughout the prospectus to include all information that may not properly be excluded under Rule 430A. Please provide all the information required with respect to the offering price, underwriting discounts and the number of shares. Please allow
sufficient time to review your complete disclosure prior to any distribution of preliminary prospectuses. We may have further comments once items that are currently blank are completed.

The Partnership acknowledges the Staff’s comment and, in response, has revised the Registration Statement to include currently available
information that the Partnership is not entitled to omit under Rule 430A under the Securities Act. Further, the Partnership undertakes to provide in future amendments all other information that it is not entitled to omit under Rule 430A. The
Partnership confirms its understanding that the Staff will require sufficient time to review such information prior to declaring the Registration Statement effective.

 United States Securities and Exchange Commission

May 20, 2014

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 3

 3. Please supplementally provide us with copies of any graphical materials or artwork you intend to use in
your prospectus. Upon review of these materials, we may have further comments. Please refer to Question 101.02 of our Compliance and Disclosure Interpretations relating to Securities Act Forms, which are available on our website.

The Partnership has enclosed with the Staff’s courtesy copy of this letter, as supplemental material, copies of those graphical materials
and artwork that the Partnership intends to use in the printed version of the prospectus. The Partnership has included all additional graphical materials and artwork that it intends to use as part of the prospectus.

4. Prior to the effectiveness of this registration statement, please note we will need to receive a copy of the letter or a call from FINRA confirming that
FINRA has completed its review and has no further concerns regarding the underwriting terms and arrangements pertaining to this offering.

Prior to the effectiveness of the Registration Statement, the Partnership undertakes to provide the Staff with a copy of the letter from the
Financial Industry Regulatory Authority, Inc. (“FINRA”) or arrange for a representative of FINRA to call a representative of the Staff to confirm that FINRA has completed its review and has no additional concerns with respect to any
proposed underwriting arrangements.

 5. With respect to all third-party statements in your prospectus - such as market data by Bloomberg New Energy
Finance, the U.S. Energy Information Administration and Fortune - please provide us with the relevant portion of the industry research reports you cite. To expedite our review, please clearly mark each source to highlight the applicable portion of
the section containing the statistic, and cross-reference it to the appropriate location in your prospectus. Also, please tell us whether any of the reports were prepared for you or in connection with the offering.

The Partnership has enclosed with the Staff’s courtesy copy of this letter, as supplemental material, copies of the third-party
statements cited in the Registration Statement, clearly marked to highlight the portion or section of those statements that contains the relevant information and cross-referenced to the appropriate location in the Registration Statement. The
Partnership advises the Staff that no third-party reports referenced in the Registration Statement were prepared for the Partnership or its predecessors or for the contemplated offering.

 United States Securities and Exchange Commission

May 20, 2014

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 6. Please revise your filing to provide the tax disclosure contemplated by Securities Act Industry Guide 5
(Preparation of registration statements relating to interests in real estate limited partnerships) and Securities Act Release No. 33-6900, as well as to provide a tax opinion satisfying the requirements of Item 601(b)(8) of Regulation S-K
and Staff Legal Bulletin No. 19 (Legality and Tax Opinions in Registered Offerings). Alternatively, if you believe such disclosure and opinion are not required, please tell us why.

The Partnership respectfully notes that, as disclosed on the cover page of the prospectus, the Partnership will be treated as a corporation
for U.S. federal income tax purposes. The requirement to provide the referenced tax disclosure applies solely to entities treated as partnerships for U.S. federal income tax purposes. As a result, the Partnership believes that such disclosure is not
required. The Partnership notes that the tax opinion called for by Item 601(b)(8) of Regulation S-K applies only to filings on Form S-11 under the Securities Act or those to which Securities Act Industry Guide 5 apply or where the tax
consequences are material to an investor and a representation as to tax consequences is set forth in the filing. The Partnership respectfully notes that the Registration Statement has not been filed on Form S-11 and that the Partnership will be
treated as a corporation for U.S. federal income tax purposes. As a result, the tax consequences of the offering would not differ from the tax consequences to an investor in other equity offerings by corporations (for which tax opinions are
neither required nor customarily provided). Accordingly, the Partnership respectfully submits that a tax opinion is not required in the context of this offering.

7. Please revise the cover page to provide a list of the most significant risks applicable to your transaction (e.g., a lack of sufficient cash to pay
minimum quarterly distributions, conflicts of interest with your GP and its affiliates, debt, etc.). Please refer to Section II.A.3.a of Securities Act Release No. 33-6900.

In response to the Staff’s comment, the Partnership has revised the cover page to provide a list of the most significant risks applicable
to the transaction.

 8. Please provide support for your statement that you “intend to take advantage of favorable trends in the North American
energy industry, including the ongoing trend of clean energy projects replacing aging or uneconomic projects, demand by utilities for renewable energy to meet state RPS requirements and the improving competitiveness of clean energy relative to other
fuels.” This comment applies to the similar statements appearing on page 95.

 The Partnership has enclosed with the Staff’s
courtesy copy of this letter, as supplemental material, copies of the third-party statements, clearly marked to highlight the portion or section those statements that contains the relevant information and cross-referenced to the appropriate location
in the Registration Statement.

 United States Securities and Exchange Commission

May 20, 2014

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 9. We note your disclosure on page 2 that NextEra has increased its portfolio at an average rate of
14% per year. Please disclose what this growth rate represents. For example, please disclose whether the portfolio has grown in terms of dollars or GW of renewable energy. This comment applies to the similar statement made on page 121.

In response to the Staff’s comment, the Partnership has revised its disclosure on pages 2 and 134 of the Registration Statement to
clarify that the average growth rate of 14% per year refers to the growth rate in capacity, as shown in the graphs immediately following such disclosures.

10. Please revise your disclosure to provide a list of the most significant risks applicable to your transaction.

In response to the Staff’s comment, the Partnership has revised its disclosure on pages 8 through 10 of the Registration Statement to
provide a list of the most significant risks applicable to the transaction.

 11. We note your disclosure regarding the purchase price adjustment on
pages 17 and 70 that on a pro forma basis NEE Equity would have paid purchase price adjustments related to the year ended December 31, 2013 as NEE Operating LP’s unaudited pro forma cash available for distribution for that period would
have been insufficient to pay a cash distribution equal to your minimum quarterly distribution. Please also tell us how you plan to account for any receipts of purchase price adjustments from NEE Equity in your financial statements, the GAAP basis
for such treatment and provide hypothetical journal entries.

 The Partnership respectfully advises the Staff that the primary reason
that the unaudited pro forma cash available for distribution of NextEra Energy Operating Partners, LP (“NEE Operating LP”) for the year ended December 31, 2013, would have been insufficient to pay a cash distribution equal to
its minimum quarterly distribution is because there are several projects that commenced or are expected to commence commercial operations in late 2013 and 2014 (i.e., Genesis, Summerhaven and Bluewater). The Partnership notes that this is consistent
with the disclosure on page 110 of the Registration Statement.

 Further, the Partnership does not anticipate that such purchase price
adjustments will be necessary in the foreseeable future. To the extent that NEE Operating LP’s available cash in any quarter is insufficient to pay the minimum quarterly distribution on its common units, the Partnership expects that NEE
Operating LP will use working capital borrowings under its $250 million revolving credit facility to fund any shortfall.

 If any purchase
price adjustment were to be necessary, the Partnership intends to reflect any such purchase price adjustment received from NEE Equity as an adjustment to the balance of Non-controlling interest. Following the distribution of these proceeds to the
common unit holders of the Partnership, the Members’ Equity accounts and Non-controlling interest accounts would be reflective of what these balances would have been had the purchase price adjustment reduced the proceeds received from the
initial sale of common units.

 United States Securities and Exchange Commission

May 20, 2014

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 The journal entries contemplated are as follow:

 Debit Cash

$
[—
]

 Credit Non-controlling interest

$
[—
]

 Debit Limited partners equity

$
[—
]

 Credit Cash

$
[—
]

 12. We note your disclosure that any unpaid portion of the purchase price adjustment will accrue and be payable from
distributions received by NEE Equity in each subsequent quarter. Please clarify the terms of these accruals, specifically whether the accruals will bear interest, and whether NEE Equity is obligated to pay past accruals prior to paying any quarterly
purchase price adjustment.

 In response to the Staff’s comment, the Partnership has revised the disclosure relating to the terms
of the purchase price adjustment to clarify that, after the minimum quarterly distribution is paid by NEE Operating LP (including any current quarter purchase price adjustments), NEE Equity is obligated to pay all unpaid and accrued purchase price
adjustments concurrently with or following the payment of any other purchase price adjustments up to the amount of distributions received by NEE Equity from NEE Operating LP in such quarter. The Partnership has also revised the disclosure to state
that accrued and unpaid purchase price adjustments will not accrue any interest, regardless of when or if such purchase price adjustment is paid. Please see pages 20, 75 and 93 of the Registration Statement.

13. As you have included amounts attributable to non-controlling interests on a pro forma basis in arriving at “Net income attributable to NEE
Partners” on pages 22 and 93, please tell us why you have not included an amount for the pro forma period within the “Adjusted EBITDA attributable to NextEra Energy Partners, LP” line item. Further, as this appears to be a non-GAAP
measure, please incorporate this amount in your non-GAAP reconciliation on pages 23 and 94 and include related non-GAAP disclosures.

The Partnership respectfully notes that Adjusted EBITDA attributable to the Partnership was not calculated in the Draft Registration
Statement, as the non-control