August 6, 2013
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | QEP Midstream Partners, LP (the “Partnership”) |
| Registration Statement on Form S-1 (File No. 333-188487) |
Ladies and Gentlemen:
As representatives of the several underwriters of the Partnership’s proposed public offering of up to 23,000,000 common units representing limited partner interests 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. (NYT) on August 8, 2013, 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 August 1, 2013, through the date hereof:
Preliminary Prospectus dated August 1, 2013:
2,126 copies to prospective underwriters, institutional investors, dealers and others
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.
| Very truly yours, | ||
| WELLS FARGO SECURITIES, LLC | ||
| MORGAN STANLEY & CO. LLC | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| J.P. MORGAN SECURITIES LLC | ||
| As Representatives of the several Underwriters | ||
| By: | WELLS FARGO SECURITIES, LLC | |
| By: | /s/ David Herman | |
| David Herman | ||
| Director | ||
| By: | MORGAN STANLEY & CO. LLC | |
| By: | /s/ Alice S. Vilma | |
| Alice S. Vilma | ||
| Vice President | ||
| By: | CITIGROUP GLOBAL MARKETS INC. | |
| By: | /s/ Robert Waldron | |
| Robert Waldron | ||
| Vice President | ||
| By: | DEUTSCHE BANK SECURITIES INC. | |
| By: | /s/ Francis Windels | |
| Francis Windels | ||
| Managing Director | ||
Signature to Acceleration Letter
| By: | DEUTSCHE BANK SECURITIES INC. | |
| By: | /s/ Young Kim | |
| Young Kim | ||
| Managing Director | ||
| By: | J.P. MORGAN SECURITIES LLC | |
| By: | /s/ Yaw Asamoah-Duodu | |
| Yaw Asamoah-Duodu | ||
| Managing Director | ||
Signature to Acceleration Letter