SEC Comment Letter for Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650) (CQP) — Mar 2, 2007
Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650)
Date: March 2, 2007 · CIK: 0001383650 · Accession: 0000000000-07-011143
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-139572
Letter
Mail Stop 3561 March 1, 2007 Don A. Turkleson, Chief Financial Officer Cheniere Energy Partners, L.P. 717 Texas Avenue, Suite 3100 Houston, TX 77002
Re: Cheniere Energy Partners, L.P. Amendment No. 2 to Registrati on Statement on Form S-1 Filed February 14, 2007 File No. 333-139572
Dear Mr. Turkleson:
We have reviewed your filing and have th e following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our commen t is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may bette r understand your disclosure. After reviewing this information, we may raise additional comments.
Artwork 1. Please make clear in the caption to the artwork that the terminals are not expected to be completed until the second quarter of 2008.
Select Financial Data of Our Comb ined Predecessor Entities, page 17 2. Please update the tables on pages 17, 68, and elsewhere in your filing, to include the unaudited pro forma results for the combined predecessor entities, as applicable.
Contractual Obligations, page 76 3. Please include the Sabine Pass LNG G.P. manage ment services agreement in your table and related disclosure.
Don A. Turkleson Cheniere Energy Partners, L.P. March 1, 2007 Page 2 Notes to Combined Financial Statements, page F-7 Note 7 – Debt Issuance Costs, page F-13 4. Please disclose the senior notes coverage defi ciency in the select financial data table on page 17 and include an exhibit of the computati on of the ratio of earnings to fixed charges, similar to the disclosure and exhibit in the Sa bine Pass LNG, L.P. re gistration statement. See Items 503(d) and 601(a )(12) of Regulation S-K.
Unaudited Pro Forma Combined Condensed Balance Sheet, page F-23 5. Please tell us if you intend to disclose the subor dinated units as convertib le in future audited balance sheets. We refer you to Note 4 whic h discloses these units will convert into common units at the end of the subordination peri od. See Rule 5-02.30 of Regulation S-X.
Unaudited Pro Forma Combined Condensed Statement of Operations, page F-24 6. We note that common and subordina ted unit holders are entitled to participate differently in the distribution reserve until the end of the s ubordination period. For example, you disclose that common unit holders receive a full quarterly distribution, plus arrearages, before subordinated unit holders may participate in cash distributions. We refer you to page 50 and the tabular forecast for available cash di stributions on page 53. Please tell us your consideration of the applicab ility of the two-class method on the pro forma and future earnings per unit (EPU) presentations. See EITF 03-6. Accordingly, plea se advise or revise your pro forma EPU presentation to separate ly present EPU for common and subordinated unit holders based on contractual participation ri ghts. Please also expand the loss per unit disclosure to discuss the application of the two-cla ss method between common and subordinated unit holders.
Exhibit 5.1 7. The legal opinion refers to the “Delaware Revised Uniform Limited Partnership Act.” Please have counsel confirm for us in writing that the legality opinion concurs with our understanding that the reference and limitation to the Delaware Revised Uniform Limited Partnership Act includes the statutory provisions and al so all applicable provisions of the Delaware Constitution and the reported judicial cases interpreting those laws currently in effect. Please file this confirmati on as correspondence on the EDGAR system.
* * * * *
Don A. Turkleson Cheniere Energy Partners, L.P. March 1, 2007 Page 3 As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to exped ite our review. Please furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides any requested information. Detailed cover letters greatly facilitate our re view. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Brian McAllis ter, Accountant, at (202) 551-3341 or Michael Moran, Accounting Branch Chief, at (202) 551-3841, if you have questions regarding comments on the financial statements and related matters. Please contact Scott Anderegg, St aff Attorney, at (202) 551-3342, Ellie Quarles, Special Counsel, at ( 202) 551-3238, or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
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Mail Stop 3561 March 1, 2007 Don A. Turkleson, Chief Financial Officer Cheniere Energy Partners, L.P. 717 Texas Avenue, Suite 3100 Houston, TX 77002 Re: Cheniere Energy Partners, L.P. Amendment No. 2 to Registrati on Statement on Form S-1 Filed February 14, 2007 File No. 333-139572 Dear Mr. Turkleson: We have reviewed your filing and have th e following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our commen t is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may bette r understand your disclosure. After reviewing this information, we may raise additional comments. Artwork 1. Please make clear in the caption to the artwork that the terminals are not expected to be completed until the second quarter of 2008. Select Financial Data of Our Comb ined Predecessor Entities, page 17 2. Please update the tables on pages 17, 68, and elsewhere in your filing, to include the unaudited pro forma results for the combined predecessor entities, as applicable. Contractual Obligations, page 76 3. Please include the Sabine Pass LNG G.P. manage ment services agreement in your table and related disclosure. Don A. Turkleson Cheniere Energy Partners, L.P. March 1, 2007 Page 2 Notes to Combined Financial Statements, page F-7 Note 7 – Debt Issuance Costs, page F-13 4. Please disclose the senior notes coverage defi ciency in the select financial data table on page 17 and include an exhibit of the computati on of the ratio of earnings to fixed charges, similar to the disclosure and exhibit in the Sa bine Pass LNG, L.P. re gistration statement. See Items 503(d) and 601(a )(12) of Regulation S-K. Unaudited Pro Forma Combined Condensed Balance Sheet, page F-23 5. Please tell us if you intend to disclose the subor dinated units as convertib le in future audited balance sheets. We refer you to Note 4 whic h discloses these units will convert into common units at the end of the subordination peri od. See Rule 5-02.30 of Regulation S-X. Unaudited Pro Forma Combined Condensed Statement of Operations, page F-24 6. We note that common and subordina ted unit holders are entitled to participate differently in the distribution reserve until the end of the s ubordination period. For example, you disclose that common unit holders receive a full quarterly distribution, plus arrearages, before subordinated unit holders may participate in cash distributions. We refer you to page 50 and the tabular forecast for available cash di stributions on page 53. Please tell us your consideration of the applicab ility of the two-class method on the pro forma and future earnings per unit (EPU) presentations. See EITF 03-6. Accordingly, plea se advise or revise your pro forma EPU presentation to separate ly present EPU for common and subordinated unit holders based on contractual participation ri ghts. Please also expand the loss per unit disclosure to discuss the application of the two-cla ss method between common and subordinated unit holders. Exhibit 5.1 7. The legal opinion refers to the “Delaware Revised Uniform Limited Partnership Act.” Please have counsel confirm for us in writing that the legality opinion concurs with our understanding that the reference and limitation to the Delaware Revised Uniform Limited Partnership Act includes the statutory provisions and al so all applicable provisions of the Delaware Constitution and the reported judicial cases interpreting those laws currently in effect. Please file this confirmati on as correspondence on the EDGAR system. * * * * * Don A. Turkleson Cheniere Energy Partners, L.P. March 1, 2007 Page 3 As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to exped ite our review. Please furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides any requested information. Detailed cover letters greatly facilitate our re view. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. You may contact Brian McAllis ter, Accountant, at (202) 551-3341 or Michael Moran, Accounting Branch Chief, at (202) 551-3841, if you have questions regarding comments on the financial statements and related matters. Please contact Scott Anderegg, St aff Attorney, at (202) 551-3342, Ellie Quarles, Special Counsel, at ( 202) 551-3238, or me at (202) 551-3720 with any other questions. Sincerely, H. Christopher Owings Assistant Director cc: Geoffrey K. Walker, Esq. (713) 220-4285