Via EDGAR
June 15, 2011
H. Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Oiltanking Partners, L.P. Amendment No. 2 to Registration Statement on Form S-1 Filed June 2, 2011 File No. 333-173199 |
Ladies and Gentlemen:
On June 6, 2011, Oiltanking Partners, L.P., a Delaware limited partnership (the “Partnership,”
“we,” “us” or “our”), filed through EDGAR Amendment No. 2 (“Amendment No. 2”) to the Partnership’s
Registration Statement on Form S-1, File No. 333-173199, initially filed with the Commission on
March 31, 2011 (the “Registration Statement”). Amendment No. 2 excluded certain graphics and
artwork that we propose to include on the inside and back cover pages of the prospectus contained
in the Registration Statement (the “Proposed Artwork”).
On the date hereof, our counsel, Vinson & Elkins L.L.P., submitted the Proposed Artwork
supplementally to the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) by email correspondence. In accordance with our
discussions with the Staff, we have attached the Proposed Artwork as Annex A to this
letter, and are filing the Proposed Artwork through EDGAR.
Please direct any questions that you have with respect to the foregoing or with respect to the
Registration Statement or Amendment No. 2 to Gillian A. Hobson at Vinson & Elkins L.L.P. at (713)
758-3747.
| Very truly yours, OTLP GP, LLC |
||||
| By: | /s/ Kenneth F. Owen | |||
| Kenneth F. Owen | ||||
| Chief Financial Officer | ||||
Enclosures
| cc: | Alexandra Ledbetter, Securities and Exchange Commission Carlin G. Conner, OTLP GP, LLC David Palmer Oelman, Vinson & Elkins L.L.P. G. Michael O’Leary, Andrews Kurth LLP Gislar Donnenberg, Andrews Kurth LLP |
Oiltanking North America
15631 Jacintoport Blvd. Ÿ Houston, Texas 77015 Ÿ Tel. 281-457-7900 Ÿ Fax 281-457-7990
15631 Jacintoport Blvd. Ÿ Houston, Texas 77015 Ÿ Tel. 281-457-7900 Ÿ Fax 281-457-7990
Annex A
|
The
information in this preliminary prospectus is not complete and
may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission becomes effective. This preliminary prospectus is not
an offer to sell these securities and we are not soliciting an
offer to buy these securities in any jurisdiction where the
offer or sale is not permitted. |
SUBJECT TO COMPLETION, DATED
JUNE 3, 2011
PRELIMINARY PROSPECTUS
10,000,000 Common
Units
Representing Limited Partner
Interests
Oiltanking Partners,
L.P.
This is the initial public offering of our common units
representing limited partner interests. We are offering
10,000,000 common units. Prior to this offering, there has
been no public market for our common units. We currently expect
the initial public offering price to be between
$ and
$ per common unit.
We have granted the underwriters an option to purchase up to
1,500,000 additional common units to cover over-allotments.
We have applied to list our common units on the New York Stock
Exchange under the symbol “OILT.”
Investing in our common units involves risks. See
“Risk Factors” beginning on page 19.
These risks include the following:
| • | We may not have sufficient cash from operations following the establishment of cash reserves and payment of costs and expenses, including cost reimbursements to our general partner, to enable us to pay the minimum quarterly distribution to our unitholders. | |
| • | Our business would be adversely affected if the operations of our customers experienced significant interruptions. In certain circumstances, the obligations of many of our key customers under their terminal services agreements may be reduced or suspended, which would adversely affect our financial condition and results of operations. | |
| • | Our financial results depend on the demand for the crude oil, refined petroleum products and liquefied petroleum gas that we transport, store and distribute, among other factors, and the current economic downturn could result in lower demand for these products for a sustained period of time. | |
| • | Oiltanking Holding Americas, Inc., or OTA, owns and controls our general partner, which has sole responsibility for conducting our business and managing our operations. Our general partner and its affiliates, including OTA, have conflicts of interest with us and limited fiduciary duties, and they may favor their own interests to the detriment of us and our unitholders. | |
| • | Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors, which could reduce the price at which the common units will trade. | |
| • | Unitholders will experience immediate and substantial dilution of $13.28 per common unit. | |
| • | There is no existing market for our common units, and a trading market that will provide you with adequate liquidity may not develop. The price of our common units may fluctuate significantly, and unitholders could lose all or part of their investment. | |
| • | Unitholders’ share of our income will be taxable to them for U.S. federal income tax purposes even if they do not receive any cash distributions from us. |
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
| Per Common Unit | Total | |||||||
|
Public Offering Price
|
$ | $ | ||||||
|
Underwriting Discount(1)
|
$ | $ | ||||||
|
Proceeds to Oiltanking Partners, L.P. (before expenses)(2)
|
$ | $ | ||||||
| (1) | Excludes a structuring fee of 0.4% of the gross offering proceeds payable to Citigroup Global Markets Inc. Please see “Underwriting.” | |
| (2) | We expect that $ million of the offering proceeds will be available to the Partnership after the deduction of all fees, commissions, expenses, compensation and payment to affiliates. Please read “Use of Proceeds” on page 39. |
The underwriters expect to deliver the common units to
purchasers on or
about ,
2011 through the book-entry facilities of The Depository
Trust Company.
Joint Book-Running
Managers
| Citi | Barclays Capital | J.P. Morgan | Morgan Stanley |
Co-Managers
| Raymond James | Deutsche Bank Securities | Stifel Nicolaus Weisel |
,
2011
10,000,000 Common
Units
Representing Limited Partner
Interests
Oiltanking Partners,
L.P.
PRELIMINARY PROSPECTUS
,
2011
Citi
Barclays Capital
J.P. Morgan
Morgan Stanley
J.P. Morgan
Morgan Stanley
Raymond James
Deutsche Bank Securities
Stifel Nicolaus Weisel
Deutsche Bank Securities
Stifel Nicolaus Weisel
Until , 2011 (25 days after
the date of this prospectus), all dealers that buy, sell or
trade our common units, whether or not participating in this
offering, may be required to deliver a prospectus. This is in
addition to the dealers’ obligation to deliver a prospectus
when acting as underwriters and with respect to their unsold
allotments or subscriptions.