SEC Comment Letter for Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650) (CQP) — Oct 6, 2010
Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650)
Date: Oct. 6, 2010 · CIK: 0001383650 · Accession: 0000000000-10-058993
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-168942
Referenced dates: September 15, 2010
Letter
October 5, 2010 Meg A. Gentle Senior Vice President and Chief Financial Officer Cheniere Energy Partners, G.P., LLC 700 Milam Street, Suite 800 Houston, Texas 77002
Re: Cheniere Energy Partners, L.P. Amendment No. 1 to Registra tion Statement on Form S-3 Filed September 17, 2010 File No. 333-168942
Dear Ms. Gentle: We have reviewed your response and the re visions to your registration statement in response to your letter dated Sept ember 17, 2010 and have the follo wing comments. In some of our comments, we may ask you to provide us wi th information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments. General
1. We note your response to comment one from our letter dated September 15, 2010. You state that the selling unitholder, Ch eniere Common Units Holding, LLC, is not your parent or subsidiary. However, based on your structure it appears that Ch eniere Energy, Inc. controls you through your general partner, Cheniere Energy Partners, GP, LLC and also controls the selling unitholder, Cheniere Common Units Ho lding, LLC and beneficially owns the units that Cheniere Common Units Holding, LLC owns in you. Considering that Cheniere Energy, Inc. controls the selling stoc kholder, we view Cheniere Common Units Holding, LLC as your parent for purposes of this offering. Therefore, it appears that Form S- 3 is not available to you for purposes of conducting a secondary offe ring because the offering may not be made on a shelf basis pursuant to Rule 415(a)(1)(i) ; refer to question 212.15 of the Securities Act Rules Compliance and Disclosure Interpretations. Accordingly, please revise to identify the
Meg A. Gentle Cheniere Energy Partners, L.P. October 5, 2010 Page 2
selling stockholder as an underw riter within the meaning of S ection 2(11) of the Securities Act and otherwise revise your prospectus to reflect that this is a primary offering. 2. Please briefly discuss your business structure in a prominent place in your filing, such as in your selling unitholder disclosure. In this re gard, please disclose, if true, that Cheniere Energy, Inc. is your indirect parent and th e direct parent of Cheniere Common Units Holding, LLC or tell us why it is not appropriate for you to do so. Please contact Robert Errett, Staff Attorney at (202) 551-3225 or Mara Ransom, Legal Branch Chief at (202) 551-3264 or me at (202) 551-3270 with any questions.
Sincerely,
H. Christopher Owings Assistant Director
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October 5, 2010 Meg A. Gentle Senior Vice President and Chief Financial Officer Cheniere Energy Partners, G.P., LLC 700 Milam Street, Suite 800 Houston, Texas 77002 Re: Cheniere Energy Partners, L.P. Amendment No. 1 to Registra tion Statement on Form S-3 Filed September 17, 2010 File No. 333-168942 Dear Ms. Gentle: We have reviewed your response and the re visions to your registration statement in response to your letter dated Sept ember 17, 2010 and have the follo wing comments. In some of our comments, we may ask you to provide us wi th information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments. General 1. We note your response to comment one from our letter dated September 15, 2010. You state that the selling unitholder, Ch eniere Common Units Holding, LLC, is not your parent or subsidiary. However, based on your structure it appears that Ch eniere Energy, Inc. controls you through your general partner, Cheniere Energy Partners, GP, LLC and also controls the selling unitholder, Cheniere Common Units Ho lding, LLC and beneficially owns the units that Cheniere Common Units Holding, LLC owns in you. Considering that Cheniere Energy, Inc. controls the selling stoc kholder, we view Cheniere Common Units Holding, LLC as your parent for purposes of this offering. Therefore, it appears that Form S- 3 is not available to you for purposes of conducting a secondary offe ring because the offering may not be made on a shelf basis pursuant to Rule 415(a)(1)(i) ; refer to question 212.15 of the Securities Act Rules Compliance and Disclosure Interpretations. Accordingly, please revise to identify the Meg A. Gentle Cheniere Energy Partners, L.P. October 5, 2010 Page 2 selling stockholder as an underw riter within the meaning of S ection 2(11) of the Securities Act and otherwise revise your prospectus to reflect that this is a primary offering. 2. Please briefly discuss your business structure in a prominent place in your filing, such as in your selling unitholder disclosure. In this re gard, please disclose, if true, that Cheniere Energy, Inc. is your indirect parent and th e direct parent of Cheniere Common Units Holding, LLC or tell us why it is not appropriate for you to do so. Please contact Robert Errett, Staff Attorney at (202) 551-3225 or Mara Ransom, Legal Branch Chief at (202) 551-3264 or me at (202) 551-3270 with any questions. Sincerely, H. Christopher Owings Assistant Director cc: Meredith S. Mouer Andrews Kurth, LLP Via fascimile