Alon USA Partners, LP (ALDW)

[TNMopar]

I got a reply that has a little more information but not sure it really helps us.

Thank you for contacting the U.S. Securities and Exchange Commission (SEC).

You question the decision by Alon USA Partners, LP not to pay distributions prior to its merger with Delek US. Please note that a master limited partnership's decision whether to pay a distribution involves matters of corporate governance, which are governed by the corporate law of the company's state of incorporation. Most corporate decisions fall within the purview of a company’s management and board of directors subject to, among other things, applicable fiduciary obligations. Generally, management and directors are afforded broad latitude in the manner in which they conduct the business affairs of the company. However, there may be situations in which a company's management or directors make a decision that breaches their fiduciary obligations to the company and/or its shareholders. If you believe that is the case here, you may wish to consult a private attorney about any legal remedies that may be available to you under state corporate law. If you need help finding an attorney, please visit https://www.sec.gov/answers/lawref.htm.

As noted in our Investor Bulletin regarding Master Limited Partnerships, investors must pay the applicable taxes, even if the MLP does not provide the investor with cash distributions, see https://www.sec.gov/oiea/investor-alerts-bulletins/ib_mlpintro.html.

The SEC processes many comments from individual investors and others. We keep records of the correspondence we receive in a searchable database that SEC staff may make use of in inspections, examinations, and investigations. In addition, some of the correspondence we receive is referred to other SEC offices and divisions for their review. If they have any questions or wish to respond directly to your comments, they will contact you.

Sincerely,

Katherine Shiu
Attorney
Office of Investor Education and Advocacy
U.S. Securities and Exchange Commission
[phone]
http://www.sec.gov
www.investor.gov
www.twitter.com/SEC_Investor_Ed