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SEC Company Response from XPLR Infrastructure, LP (XIFR) (CIK 0001603145) (XIFR) — Jun 23, 2014

XPLR Infrastructure, LP (XIFR) (CIK 0001603145)
Date: June 23, 2014 · CIK: 0001603145 · Accession: 0001193125-14-245673

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File numbers found in text: 333-196099

Date
June 23, 2014
Author
Managing Director
Form
CORRESP
Company
XPLR Infrastructure, LP (XIFR) (CIK 0001603145)

Letter

UNDERWRITERS ACCELERATION REQUEST

June 23, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

Attention: Mara L. Ransom

Division of Corporate Finance

Re: NextEra Energy Partners, LP

Registration Statement on Form S-1 (File No. 333-196099)

Ladies and Gentlemen:

As the representatives of the several underwriters of the NextEra Energy Partners, LP (the “Partnership”) proposed public offering of up to 18,687,500 common units of the Partnership, we hereby join the Partnership’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m., Eastern time, on June 25, 2014, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Partnership’s Preliminary Prospectus dated June 19, 2014, through the date hereof:

Preliminary Prospectus dated June 19, 2014:

Approximately 220 copies to prospective underwriters, institutional investors, dealers and others.

The undersigned has, and each participating underwriter has advised the undersigned that it has, complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[The remainder of this page intentionally left blank.]

Very truly yours,
Merrill Lynch, Pierce, Fenner & Smith

Show Raw Text
CORRESP
1
filename1.htm

UNDERWRITERS  ACCELERATION  REQUEST

 June 23, 2014

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-4628

Attention:
  Mara L. Ransom

          Division of Corporate Finance

Re:
NextEra Energy Partners, LP

 Registration Statement on Form S-1 (File No. 333-196099)

Ladies and Gentlemen:

 As the representatives
of the several underwriters of the NextEra Energy Partners, LP (the “Partnership”) proposed public offering of up to 18,687,500 common units of the Partnership, we hereby join the Partnership’s request for acceleration of the
above-referenced Registration Statement, requesting effectiveness for 4:00 p.m., Eastern time, on June 25, 2014, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the
following distribution of the Partnership’s Preliminary Prospectus dated June 19, 2014, through the date hereof:

 Preliminary
Prospectus dated June 19, 2014:

 Approximately 220 copies to prospective underwriters, institutional investors, dealers and others.

 The undersigned has, and each participating underwriter has advised the undersigned that it has, complied and will continue to comply
with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [The remainder of this page intentionally left blank.]

 Very truly yours,

Merrill Lynch, Pierce, Fenner & Smith

     Incorporated

Goldman, Sachs & Co.

 Morgan Stanley & Co. LLC

As Representatives of the several Underwriters

By:

 Merrill Lynch, Pierce, Fenner & Smith

     Incorporated

By:

 /s/ Laurie Coben

Name:

Laurie Coben

Title:

Managing Director

By:

Goldman, Sachs & Co.

By:

 /s/ Goldman, Sachs & Co.

Goldman, Sachs & Co.

By:

Morgan Stanley & Co. LLC

By:

 /s/ Anthony Ianno

Name:

Anthony Ianno

Title:

Managing Director