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Empire Petroleum Partners, LP – IPO: ‘S-1/A’ on 7/31/15 – EX-16.1

On:  Friday, 7/31/15, at 5:11pm ET   ·   Accession #:  1193125-15-273122   ·   File #:  333-204081

Previous ‘S-1’:  ‘S-1/A’ on 7/7/15   ·   Latest ‘S-1’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/31/15  Empire Petroleum Partners, LP     S-1/A                 19:8.6M                                   RR Donnelley/FA

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML   4.06M 
                          (General Form)                                         
 2: EX-1.1      Underwriting Agreement                              HTML    187K 
 3: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    101K 
                          Liquidation or Succession                              
 4: EX-3.4      Articles of Incorporation/Organization or By-Laws   HTML    199K 
 5: EX-5.1      Opinion re: Legality                                HTML     15K 
 6: EX-10.1     Material Contract                                   HTML    641K 
10: EX-10.12    Material Contract                                   HTML     31K 
11: EX-10.13    Material Contract                                   HTML     30K 
12: EX-10.14    Material Contract                                   HTML     38K 
 7: EX-10.2     Material Contract                                   HTML     72K 
 8: EX-10.3     Material Contract                                   HTML     99K 
 9: EX-10.4     Material Contract                                   HTML     60K 
13: EX-16.1     Letter re: Change in Certifying Accountant          HTML      9K 
14: EX-21.1     Subsidiaries of the Registrant                      HTML     11K 
15: EX-23.1     Consent of Experts or Counsel                       HTML      7K 
16: EX-23.2     Consent of Experts or Counsel                       HTML      7K 
17: EX-23.3     Consent of Experts or Counsel                       HTML      8K 
18: EX-23.4     Consent of Experts or Counsel                       HTML      8K 
19: EX-23.5     Consent of Experts or Counsel                       HTML      8K 


EX-16.1   —   Letter re: Change in Certifying Accountant


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  EX-16.1  

Exhibit 16.1

July 29, 2015

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by Empire Petroleum Partners, LP in this Amendment No. 3 to the Registration Statement on Form S-1 pursuant to Item 304(a)(1) of Regulation S-K (copy attached). We agree with the statements concerning our Firm in such Amendment No. 3 to Form S-1.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey


CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP was previously our independent auditors since July 7, 2011. On November 26, 2014, the board of directors dismissed PricewaterhouseCoopers LLP and retained Grant Thornton LLP as its Independent Registered Accounting Firm.

The report of PricewaterhouseCoopers LLP on the consolidated financial statements for the fiscal year ended December 31, 2013 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle. During the fiscal year ended December 31, 2013 and the subsequent interim period through November 26, 2014, there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their report on the financial statement for such year. During the fiscal year ended December 31, 2013 and the subsequent interim period through November 26, 2014, there were no reportable events (as defined in Regulation S-K 3-4(a)(1)(v)).

We have provided PricewaterhouseCoopers LLP with a copy of the foregoing disclosure and have requested that PricewaterhouseCoopers LLP furnish us with a letter addressed to the SEC stating whether or not PricewaterhouseCoopers LLP agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of the letter from PricewaterhouseCoopers LLP is filed as an exhibit to the registration statement of which this prospectus is a part.


Dates Referenced Herein

This ‘S-1/A’ Filing    Date    Other Filings
Filed on:7/31/15None on these Dates
7/29/15
11/26/14
12/31/13
7/7/11
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Filing Submission 0001193125-15-273122   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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