September 12, 2014
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-1 (Registration No. 333-198129) of Viper Energy Partners LP, a Delaware limited partnership (the “Partnership”) |
Ladies and Gentlemen:
As representatives of the several underwriters of the Partnership’s proposed public offering of common units representing limited partner interests, we hereby join the Partnership’s request for acceleration of effectiveness of the above-referenced registration statement to 4:00 p.m. (Washington, D.C. time) on September 15, 2014, or as soon thereafter as is practicable, unless the Partnership notifies you otherwise prior to such time.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have not yet effected any distribution of a preliminary prospectus related to the offering as of the date hereof, but we intend to do so upon effectiveness.
The undersigned advises that they have complied, will continue to comply, and that each participating underwriter has informed the undersigned that it has complied, and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.
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| Very truly yours, | ||
| BARCLAYS CAPITAL INC. | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| WELLS FARGO SECURITIES, LLC | ||
| As Representatives of the several underwriters | ||
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Victoria Hale | |
| Name: Victoria Hale | ||
| Title: Vice President | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Stephen Pang | |
| Name: Stephen Pang | ||
| Title: Director | ||
| WELLS FARGO SECURITIES, LLC | ||
| By: | /s/ David Herman | |
| Name: David Herman | ||
| Title: Director | ||
SIGNATURE PAGE
ACCELERATION REQUEST LETTER