SUMMIT MIDSTREAM HOLDINGS, LLC
2100 McKinney Avenue, Suite 1250
Dallas, Texas 75201
(214) 242-1955
March 5, 2014
Via Edgar and Facsimile
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4628
Washington, D.C. 20549-4628
Attn: Mara L. Ransom, Assistant Director
Division of Corporation Finance
Re: Summit Midstream Holdings, LLC
Registration Statement on Form S-4
File No. 333-193473
Ladies and Gentlemen:
Summit Midstream Holdings, LLC, on its own behalf and on behalf of Summit Midstream Finance Corp. and the other registrants (the Registrants), hereby requests pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement to 2:00 p.m., Washington, D.C. time, on March 7, 2014, or as soon as practicable thereafter.
The Registrants hereby acknowledge that:
· should the Securities and Exchange Commission (the Commission) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Registrants 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.
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Very truly yours, | |
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SUMMIT MIDSTREAM HOLDINGS, LLC | |
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By: |
/s/ Brock M. Degeyter |
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Brock M. Degeyter |
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Senior Vice President and General Counsel |
cc: Brett E. Braden (By Email)
Latham & Watkins LLP
811 Main Street
Suite 3700
Houston, TX 77002
Brett.Braden@lw.com