SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSJON
WASHINGTON, D.C.20S49
DIVISION OF
CORPORATION FINANCE
September 15, 2010
Meg A. Gentle
Senior Vice President and Chief Financial Officer
Cheniere Energy Parners, G.P., LLC
700 Milam Street, Suite 800
Houston, Texas 77002
Re: Cheniere Energy Partners, L.P.
Registration Statement on Form S-3
Filed August 19,2010
File No. 333-168942
Dear Ms. Gentle:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
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 comments apply 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 registration statement and the information you
provide in response to the.secomments, we may have additional comments.
General
1. We note that you are registering a total of 10,891,351 shares of common units in this offering
on behalf of Cheniere Common Units Holcting, LLC, which appears to be the parent of you.
Given their relationship to you, it appears that Form S-3 is not available to you for purposes
of conducting a secondary offering because the offering may not be made on a shelf basis
pursuant to Rule 4I5(a)(1)(i); refer to question 212.15 of the Securities Act Rules
Compliance and Disclosure Interpretations. Accordingly, please revise to identify the selling
stockholder as an underwriter within the meaning of Section 2(11) of the Securities Act and
otherwise revise your prospectus to reflect that this is a primary offering. Alternatively,
please tell us why you believe you are able to conduct a secondary offering pursuant to Rule
4l5(a)(1)(i) on Form S-3.

Meg A. Gentle
Cheniere Energy Partners, L.P.
September 15, 20 I 0
Page 2
Material Tax Consequences, page 47
2. Please provide, in this section, the disclosures set forth in Guide 5 under Item I2G - Tax.
Liabilities in Later Years and Item 12K - Liquidation or Termination of the Partnership or
tell us why it is not appropriate for you to do so.
Item 17. Undertakings, page 11-2
3. Please provide the undertakings in Item 20 of Guide 5 - Preparation of Registration
Statements Relating to Interests in Real Estate Limited parnerships that apply to you. Please
refer to Securities Act Release 33-6900 (June 17, 1991).
Exhibit 5.1
4. The legal opinion states on page 5 that "(t)his legal opinion is expressed as of the date hereof,
and we disclaim any undertaking to advise you of any subsequent changes of the facts stated
or assumed herein or any subsequent changes inapplicable law..." Please be advised that in
order for your registration statement to be declared effective, it wil be necessary for counsel
to file an opinion dated as of the effective date. Alternatively, counsel should remove the
limitations from the opinion at least at it relates to the opinion rendered as to the Secondary
Common Units.
5. We also note the assumption you included in the final sentence of the final paragraph. Please
either remove this assumption or advise why it is not appropriate for you to do so and revise
the statement to make it clear what you are assuming.
Exhibit 8.1
6. We note that tax opinion states on page 2 that "(o)ur opinion is rendered as of the date hereof
and we assume no obligation to update or supplement this opinion or any matter related to .
this opinion to reflect any change of fact, circumstances, or law after the effective date of the
Registration Statement." Please be advised that in order for you to become effective, it wil
be necessary for counsel to file an opinion dated as of the effective date. Alternatively,
counsel should remove this limitation from the opinion.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in 'the filing to be certain that the fiing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company's disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pendiIlg registration statement please provide a written statement from the compariy
acknowledging that:

Meg A. Gentle
Cheniere Energy Partners, L.P.
September 15,2010
Page 3
. 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 company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and.
. the company 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.
Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective 'responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
Please contaçt 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 other questions.
SincereJy
H. t:hristopher Owings
Assistant Director
cc: Meredith S; Mouer
Andrews Kurth, LLP
Via fascimile