SecProbe.io

May 22, 2014
Via E -mail
Albert Chao
President, Chief Executive Officer
Westlake Chemical Partners LP
2801 Post Oak Boulevard, Suite 600
Houston, Texas  77056

Re: Westlake Chemical Partners LP
Registration Statement on Form S-1
Filed April 29, 2014
  File No. 333-195551

Dear Mr. Chao :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We will process this filing and your amendments without a price range.  Since the price
range triggers a number of disclosure matters, we will need sufficient time to process the
amendment when it is included.  Please understand that its effect on disclosu re
throughout the document may cause us to raise issues on areas not previously commented
upon.

2. We note a number of blank spaces throughout your registration statement for information
that you are not entitled to omit pursuant to Rule 430A under the Sec urities Act.  Please
provide that information in your next amendment to allow us sufficient time to review
your disclosure

3. Prior to the effectiveness of your registration statement, please inform us as to whether or
not the amount of compensation allowabl e or payable to the underwriters has received
clearance by FINRA.

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 2

 4. Please provide us with copies of any additional artwork or other graphics you intend to
use in your prospectus.

5. Please advise us as to whether you intend to use additional sales material, in addition to
the prospectus to sell the common units.  If this is the case, please provide the staff with
copies of any sales literature you intend to use, prior to use.  These materials are subject
to our review and comment.  Refer to Item 19.D of Secur ities Act Industry Guide 5 and
Release No. 33 -6900 regarding disclosure in offerings of limited partnership interests.

Prospectus Cover Page

6. Please revise your cover page to disclose in the bullet point list of risks that on a pro
forma basis you would n ot have generated sufficient cash to pay the full minimum
quarterly distributions on all of your units, including your subordinated units for the year
ended December 31, 2103.  Please specify how many of the previous four quarters would
have experienced su ch a shortfall, including the amount of the shortfall for each quarter.

7. Please disclose the percentage of the offering proceeds that will be available to the
registrant after the deduction of all fees, commissions, expenses, compensation and
payments to affiliates in connection with the offering.  See Section II.B.3.a. of Rele ase
No. 33 -6900.

Table of Contents

8. Please remove the disclosure in the paragraph under the table of contents that advises
investors that information is accurate only as of the date of the prospectus.  This
statement may suggest to investors that you are not responsible for omissions of material
facts necessary to make your statements not misleading at the time of sale or contract of
sale.

Prospectus Summary, page 1

9. Please balance the discussion in the summary section to describe not only your business
strategies, but also the material risks and challenges you face.

Our Management, page 7

10. Please balance your disclosure here to clarify that your management team dedicates only
a percentage of their time to your business.

Organizational Structure, page 10

11. Please revise the chart to disclose the 90% interest of Westlake Chemical Corporation
and 10% interest of Westlake Chemical Partners LP in Westlake Chemical OpCo LP and

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 3

 the percentage interest of each of Westlake Chemical Corporation, Westlake Chemical
Partners GP LLC and the Public Unitholders in Westlake Chemical Partners LP.

12. We note the disclosure in footnote one.  Please also disclose the percentage of common
units if the overallotment option is exercised by the underwriters.

Material Federal Inco me Tax Consequences, page 14

13. Please revise your disclosure to include a brief discussion of the material tax
consequences so that you are not solely cross -referencing to the more detailed discussion.
Please also disclose the identity of counsel who is re ndering the opinion at each place in
the prospectus where you discuss the tax consequences of investing in the units.

Risk Factors, page 18

We are substantially dependent on Westlake for our cash flows . . ., page 18

14. We note that Westlake is not obligated to purchase ethylene during any period during
which OpCo’s facilities are not operating due to scheduled or unscheduled maintenance
or turnarounds.  Please revise your risk factor to specify the periods during which you
anticipate that OpCo’s fac ilities will not operate due to maintenance or turnarounds and
specify any material impact you anticipate on OpCo’s results of operations or your ability
to make distributions to your unitholders.

OpCo is a restricted subsidiary and guarantor under Westla ke’s credit facility . . ., page 21

15. We note that the indentures governing Westlake’s senior notes and Westlake’s credit
facility prevent OpCo from making distributions to you in specified circumstances.
Please advise as to the consideration you gave to f iling the indentures and credit facility
as exhibits to the registration statement.

Our production facilities process volatile and hazardous materials . . ., page 24

16. We note the disclosure “according to some experts”.  Please identify or provide examples
of the “experts” referenced in your disclosure.

Use of Proceeds, page 40

17. We note that you plan to use part of the proceeds of the offering to purchase a limited
partner interest in OpCo, and that this interest will be in addition to a percentage interest
contributed to you by Westlake.  Please disclose here or elsewhere as appr opriate the
current ownership of OpCo and whether the amount you pay to purchase the limited
partner interest will be paid to Westlake or another entity or current owner of the interest.

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 4

 Please also disclose the amount of the proceeds that will be used to  purchase the limited
partner interest.

Capitalization, page 4 1

18. Please clearly show in the  notes to the capitalization table how  you computed  each
pro forma amount, including a discussion of  any significant assump tions and
estimates used  to arrive at the amounts.

Cash Distribution Policy and Restrictions on Distributions, page 44

19. We note yo ur disclosures on page 56  in which you note that distributions will either be
related to “operating surplus” or “capital surplus .”  Please tell us what consideratio n you
gave to d isclosing your operating surplus and capital surplus for fiscal year 201 3 and
providing investors with an understanding as to how your operating surplus and capital
surplus correlates to your estimated Distributable Cash Flow measure .

20. Your presentation of Distributable Cash Flow appears to be a non -GAAP measure.  In
this regard, please address the following:

 Please provide all of the disclosures required by Item 10(e)(1)(i) of Regulation S -K;

 The title and the purpose of the measure indicate that this is a liquidity measure.  In
this regard, please also provide a reconciliation to a US GAAP liquidity measure.  If
you continue to believe that the non -GAAP measure is only a performance measure,
please revise the title of the measure to something more descriptive of its purpose and
ensure that the revised title does not include the word “cash ;” and

 It is not clear why you are presenting EBITDA as part of your current reconciliation
from net income  to estimated distributable cash flow for Westlake Chemical Partners
LP.  Please advise.  Alternatively, please reconcile directly between net income and
estimated distributable cash flow for Westlake Chemical Partners LP.

21. Please disclose whether the part nership agreement, or any other relevant contract,
requires that the amounts of actual distributions be either defined, limited or measured
based on the Distributable Cash Flow calculation presented in your filing.

22. Given that you will pay distributions on  a quarterly basis, please tell us what
consideration you gave to providing the pro forma and estimated distributable cash flow
information correspondingly on a quarterly basis.

23. Please revise your disclosure to indicate what quarterly distributions would have been for
the most recent four fiscal quarters, including quantifying any shortfalls.

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 5

 24. In regards to the assumptions used to arrive at your estimated distributable cash flow for
the twelve months ended June 30, 2015, please address the following:

 Please expand your disclosures to better explain your assumption that gross profit will
increase though revenues will decrease considering that it appears Westlake Chemical
Corporation’s purchase price will generally equal OpCo’s estimated variable costs
plus a fixed $0.10 per pound margin; and

 You expect a lower allocation of selling, general and administrative expenses in
accordance with the omnibus agreement.  Please address why this agreement would
not be reflected in your pro forma financial information  as well as why it will result in
a decrease of selling, general and administrative expenses.

Estimated Distributable Cash Flow for the Twelve Months Ending June 30, 2015, page 49

25. Please remove the language in the last paragraph on page 50 stating that you do not
undertake any obligation to update your assumptions to reflect events or circumstances
after the date of the prospectus.  This statement may suggest to investors that you are not
responsible for omissions of material facts necessary to make your  statements not
misleading at the time of sale or contract of sale.

Management’s Discussion and Analysis

Capital Resources and Liquidity, page 79

26. Please revise your disclosure to describe in appropriate detail all material restrictions or
limitations on the payment of distributions contained in your debt instruments or other
agreements.  For example, we note that OpCo has guaranteed and is a restric ted
subsidiary under Westlake Chemical Corporation’s indentures governing their senior
notes as well as under their credit facility.

Capital Expenditures, page 80

27. Please disclose your expected capital expenditures for 2014.  Refer to Item 303(a)(2 )(i) of
Regulation S -K.

Business, page 92

Technology, page 99

28. We note the various licenses listed in this section relating to the steam process and
recovery technology used by OpCo.  To the extent that any of these licenses represent
material contracts under I tem 601(b)(10) of Regulation S -K, please file them as exhibits
to the registration statement.

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 6

 Books and Reports, page 145

29. Please tell us why the annual reports will be provided within 105 days instead of 90 days
of the end of the fiscal year and quarterly  reports will be provided within 50 days of the
end of the quarter rather than within 45 days.  See Part 15 of Industry Guide 5.

Material U.S. Federal Income Tax Consequences, page 149

Taxation of the Partnership, page 149

30. We note that you are providing  a firm conclusion regarding your treatment as a
partnership for federal tax purposes.  Accordingly, please remove the word “generally”
from this discussion and please delete the statement in the first sentence in this section
that you “expect” to be treat ed as a partnership.  See Section II.C. of Staff Legal Bulletin
No. 19 (October 14, 2011) and Item 12 of Industry Guide 5.

Tax Consequences of Unit Ownership, page 151

31. Please revise this section to remove the uncertainty that appears throughout this section,
such as under “Treatment of Distributions,” “Limitations on Deductibility of Losses,”
“Limitations on Interest Deductions,” etc. In particular, please remove the words
“generally” and “may” from the discussion and instead provide a “will” opinion.
Alternatively, please revise to clearly state that the opinion is subject to a degree of
uncertainty and describe the degree of uncertainty, explain why a “will” opinion cannot
be provided, and provide adequate risk factor disclosure setting forth the ta x risks to
investors.

Disposition of Units, page 156

32. Please revise your disclosure in this section to address the requirements of Item 12.H of
Industry Guide 5.

Unaudited Pro Forma Combined Carve -Out Financial Statements, page F -1

33. Please disclose what consideration you gave to reflecting the impact of the services, site
lease, and omnibus agreements with Westlake Chemical Corporation in your pro forma
financial statements pursuant to Rule 11 -02(b)(6) of Regulation S -X.

34. Please dis close how you will de termine how many common units and subordinated units
will be issued to the subsidiaries of Westlake Chemical Corporation in exchange for the
transfer of the limited partner interest in OpCo and a 100% interest in Westlake Chemical
OpCo GP.

Albert Chao
Westlake Chemical Partners LP
May 22, 2014
Page 7

 35. Please better  clarify in your disclosures how you arrived at pro forma net sales and cost
of sales amounts by addressing the following:

 For adjustment (h), please show how you arrived at the amount reflected as price
changes related to OpCo’s execution of the Ethylene  Sales Agreement with Westlake;
and

 It appears that the only adjustment to third party net co -product, ethylene and
feedstock sales is adjustment (g) which reflects the elimination of activity related to
the resale of ethylene and feedstock that will not be part of OpCo’s operations.  The
last sentence on page F -6 indicates that pro forma ethylene sales to third parties
reflects 5% of actual 2013 ethylene production.  Please help us understand why there
would not need to be a pro forma adjustment in order to reflect the 5% of actual
ethylene production.

36. Please confirm there are no planned distributions to your sponsor.  If so, we remind you
of the presentation and disclosure requirements per SAB Topic 1:B.3.

37. In regards to pro forma net income per unit,  please ensure you address the following:

 Please d isclose how many offering units  were included in your computation and how
many were excluded and explain why;

 Please ensure your disclosures clearly show how you computed your pro forma net
income per uni t amounts, including the income amounts allocated to different
unitholders; and

 Please help us better understand your basis for assuming that no incentive distribution
rights would be paid based on your cash distribution policy as outlined beginning on
page 56.

38. You will control, and therefore consolidate, OpCo through your ownership of its general
partner.   Please help us better understand how you determined that you will control and
should therefore consolidate OpCo.  Please file as an exhibit the contr act which identifies
the rights and obligations of both limited partners and general partners of OpCo and
provide us with an analysis based on this contract which supports your basis for
consolidation.  Your analysis should cross -reference to the specific contractual provisions
that you are relying on to establish control  as well as refer to the specific accounting
guidance you considered in determining the a