CORRESP 1 filename1.htm

 

GRAPHIC

 

GLOBAL PARTNERS LP   800 South Street   P.O. Box 9161, Waltham, MA 02454

ph: 781-894-8800  fx: 781-398-9000

 

December 4, 2015

 

Via EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: H. Roger Schwall

 

Re:                             Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-208138) (the “Registration Statement”) of Global Partners LP (the “Registrant”)

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the United States Securities Act of 1933, as amended, and on behalf of the Registrant, the Registrant hereby requests that the effectiveness of the above-captioned Registration Statement be accelerated so that such Registration Statement will become effective on December 8, 2015, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

 

The Registrant hereby acknowledges that the disclosure in the Registration Statement is the responsibility of the Registrant.  The Registrant hereby further acknowledges that:

 

·                  should the United States Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”) thereof, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 

·                  the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 


 

Please call Brenda Lenahan of Vinson & Elkins L.L.P. at (212) 237-0133 with any questions regarding this matter.

 

 

Very truly yours,

 

 

 

GLOBAL PARTNERS LP

 

 

 

By:

GLOBAL GP LLC

 

 

its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Edward. J. Faneuil

 

 

 

Edward J. Faneuil

 

 

 

Executive Vice President and

 

 

 

General Counsel

 

 

cc:                                Brenda Lenahan, Vinson & Elkins L.L.P.

 

Signature Page to Acceleration Request Letter