SecProbe.io

CORRESP
1
filename1.htm

CORRESP

2801 Post Oak Blvd.

 Suite 600

Houston, Texas 77056

Tel: 713/960-9111

 Fax: 713/960-9420

 Via EDGAR and Federal Express

June 6, 2014

 Pamela Long

Assistant Director

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Westlake Chemical Partners LP

 Registration Statement on Form S-1

Filed April 29, 2014

File No. 333-195551

 Ladies and
Gentlemen:

 Set forth below are the responses of Westlake Chemical Partners LP, a Delaware limited partnership (the
“Partnership,” “we,” “us” or “our”), to comments received from the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 22, 2014, with respect to the Registration Statement
on Form S-1, File No. 333-195551, filed with the Commission on April 29, 2014 (the “Registration Statement”).

Concurrently with the submission of this letter, we have filed through EDGAR Amendment No. 1 to the Registration Statement
(“Amendment No. 1”). For your convenience, we have also hand delivered five copies of this letter, as well as five copies of Amendment No. 1 marked to show all changes made since the initial
filing of the Registration Statement.

 For your convenience, each response is prefaced by the exact text of your corresponding comment in
bold, italicized text. All references to page numbers and captions correspond to the text of your comment or Amendment No. 1, unless otherwise specified. Capitalized terms used in this response letter, but not defined herein, have the meanings
given to them in the Registration Statement.

 Securities and Exchange Commission

June 6, 2014

  Page
 2

 Draft Registration Statement on Form S-1

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 disclosure throughout the document may cause us to raise issues on areas not previously commented upon.

RESPONSE: We will include a price range in an amendment to the Registration Statement at the time such information is known. Further, we
acknowledge that the Staff will need sufficient time to review this amendment prior to circulation of the preliminary prospectus and may have further comments when the price range and related information have been included.

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 Securities Act. Please provide that information in your
next amendment to allow us sufficient time to review your disclosure.

 RESPONSE: We acknowledge
the Staff’s comment and, with respect to certain omitted information, will provide such information in an amendment to the Registration Statement at the time such information is known. We undertake to provide in future amendments all
omitted information in the Registration Statement that we are not entitled to omit under Rule 430A under the Securities Act prior to any distribution of the preliminary prospectus. Furthermore, we acknowledge that the Staff will need sufficient
time to review our complete disclosure and may have further comments when the information has been included.

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

 RESPONSE: We acknowledge the Staff’s comment and undertake to provide the requested information,
including having a representative of FINRA call the Staff to confirm that it has completed its review, including its review regarding the underwriting compensation terms and arrangements of this offering and that it has no objections.

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

RESPONSE: We acknowledge the Staff’s comment and expect to include all artwork in a future amendment to the Registration Statement.

 Securities and Exchange Commission

June 6, 2014

  Page
 3

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 Securities Act Industry Guide 5 and Release No. 33-6900 regarding disclosure in offerings of limited partnership
interests.

 RESPONSE: We acknowledge that sales material is subject to the
Staff’s review and comment. We confirm that no sales material will be given to any prospective investors in connection with the offering other than a preliminary prospectus.

We intend to conduct a “road show” in connection with the offering that will include a slide show presentation. Hard copies of the
slide show presentation will not be distributed to prospective investors.

 As disclosed in the underwriting section of the prospectus, we
intend to reserve common units for sale under a directed unit program. In connection with the directed unit program, we will send materials to the participants at or after the time the preliminary prospectus is distributed.

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 not 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, 2013. Please specify how many of the previous four quarters would have experienced such a shortfall, including the amount of the shortfall for each quarter.

 RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly.
Please see the cover page of the prospectus.

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 Release No. 33-6900.

 RESPONSE: We acknowledge the Staff’s
comment and have revised the cover page of the Registration Statement to include a footnote, which we will complete in a future amendment to the Registration Statement, to disclose the percentage of the offering proceeds that will be available to
the Partnership after the deduction of all fees, commissions, expenses, compensation and payments to affiliates in connection with the offering.

 Securities and Exchange Commission

June 6, 2014

  Page
 4

 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.

RESPONSE: We acknowledge the Staff’s comment and respectfully observe that the prospectus can necessarily only be accurate as of
the date it was prepared. Developments may occur from time to time that may cause the prospectus to become out of date or inaccurate as of and after the date of such developments. In addition, certain of the information in the prospectus is
presented as of a specific date (e.g., balance sheet data) and may be different at the later time the prospectus is issued. We acknowledge that we are responsible for updating the prospectus during this offering to contain all material
information and have revised the identified disclosure on Page iv of Amendment No. 1 to clarify that the prospectus will be updated to the extent required by federal securities laws.

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.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see pages 7 to 9 of
Amendment No. 1.

 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.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 9 of
Amendment No. 1.

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

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to reflect the 90% interest of Westlake
Chemical Corporation and certain of its subsidiaries and the 10% interest of the Partnership in Westlake Chemical OpCo LP. Please see page 12 of Amendment No. 1. We will provide information regarding the percentage interest in the Partnership
of each of Westlake Chemical Corporation, Westlake Chemical Partners GP LLC and the public unitholders in a future amendment to the Registration Statement at the time such information is known.

 Securities and Exchange Commission

June 6, 2014

  Page
 5

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.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 12 of
Amendment No. 1.

 Material Federal Income 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 rendering the opinion at each place in the prospectus where you discuss the tax consequences of investing in the units.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 17 of
Amendment No. 1.

 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 facilities 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.

 RESPONSE: We acknowledge the Staff’s comment and have revised the
Registration Statement accordingly to reflect the range of downtime we typically expect in connection with planned turnarounds. Please see page 21 of Amendment No. 1. We do not typically require downtime for scheduled maintenance. Additionally,
we cannot forecast the specific periods during which our facilities will be down due to unplanned maintenance.

 Securities and Exchange Commission

June 6, 2014

  Page
 6

 OpCo is a restricted subsidiary and guarantor under Westlake’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 filing the indentures and credit facility as exhibits to the registration statement.

RESPONSE: We acknowledge the Staff’s comment and have updated the exhibit index of the Registration Statement to include the
indentures and credit facility. Please see the revisions beginning on page II-4 of Amendment No. 1.

 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.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to remove the reference to “some
experts”. Please see page 28 of Amendment No. 1.

 Use of Proceeds, page 40

17.
We note that you plan 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 appropriate 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. Please also
disclose the amount of the proceeds that will be used to purchase the limited partner interest.

 RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure to indicate that Westlake currently owns all of OpCo’s limited partner interests. Please see page 10 of Amendment No. 1. We have also clarified that the additional
limited partner interest in OpCo will be purchased from OpCo itself and not from Westlake. Please see pages 10, 13, and 44 of Amendment No. 1. We respectfully note that the amount of proceeds that will be used to purchase the additional limited
partnership interest in OpCo will be disclosed in a future amendment to the Registration Statement and will be the first number that appears under “Use of Proceeds” (i.e. “We intend to use the estimated net proceeds of approximately $
million from this offering… to purchase from OpCo a % limited partner interest….”) and that OpCo’s expected use of the proceeds is described in the first sentence in “Use of Proceeds”.

Capitalization, page 41

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

 RESPONSE: We acknowledge the Staff’s comment and have expanded the discussion shown in the notes to the
capitalization table on page 45 of Amendment No. 1 to describe how each pro forma amount was computed, including discussing any significant assumptions and estimates used to arrive at the pro forma amounts.

 Securities and Exchange Commission

June 6, 2014

  Page
 7

 Cash Distribution Policy and Restrictions on Distributions, page 44

19.
We note your disclosures on page 56 in which you note that distributions will either be related to “operating surplus” or “capital surplus.” Please tell us what consideration you gave to
disclosing your operating surplus and capital surplus for fiscal year 2013 and providing investors with an understanding as to how your operating surplus and capital surplus correlates to your estimated Distributable Cash Flow measure.

 RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to provide
investors with a description of how operating surplus and capital surplus correlate to estimated distributed cash flow. Please see page 57 of Amendment No. 1.

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;

Response: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 51 of
Amendment No. 1.

•

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 belie