corresp
April 5, 2011
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-6010
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Re: |
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CVR Partners, LP
Registration Statement on Form S-1
File No. 333-171270 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended (the Act), the undersigned hereby join in the request of CVR Partners, LP that the
effective date of the above-referenced Registration Statement be accelerated so as to permit it to
become effective at 3:00 p.m. on April 7, 2011, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned
advise that the following distribution has been made of the
Preliminary Prospectus dated March 29,
2011, through April 5, 2011 at 12:00 p.m.:
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2,588 to 7 prospective underwriters; |
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1,406 to 1,135 institutional investors; |
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238 to 15 dealers; and |
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2,475 to 2,369 others. |
The undersigned advise that they have complied and will continue to comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
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Very truly yours, |
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Morgan Stanley & Co. Incorporated |
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By: |
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/s/ Kathryn Bergsteinsson |
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Name: Kathryn Bergsteinsson |
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Title: Vice President |
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Barclays Capital Inc. |
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By: |
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/s/ Victoria Hale |
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Name: Victoria Hale |
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Title: Vice President |
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Goldman, Sachs & Co. |
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By: |
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/s/ Goldman, Sachs & Co. |
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(Goldman, Sachs & Co.) |
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On behalf of each of the Underwriters |
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