May 9, 2017

 

Via EDGAR

 

H. Roger Schwall

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

 

Re:                             USA Compression Partners, LP

Registration Statement on Form S-3
File No. 333-217391

 

Ladies and Gentlemen:

 

On behalf of USA Compression Partners, LP (the “Partnership”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 2:00 p.m., Washington, D.C. time, on May 12, 2017, or as soon as practicable thereafter. As requested by the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”), the Partnership hereby acknowledges that:

 

·                  should 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 Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

·                  the Partnership 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.

 

Thank you for your assistance with this matter.

 



 

Securities and Exchange Commission

May 9, 2017

Page 2

 

 

Very truly yours,

 

 

 

USA COMPRESSION PARTNERS, LP

 

 

 

 

 

By:

/s/ Christopher W. Porter

 

Name:

Christopher W. Porter

 

Title:

Vice President, General Counsel and Secretary

 

Enclosures

 

cc:                                E. Ramey Layne, Vinson & Elkins L.L.P.